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Autumn In New York Movie Script

Writer(s) : Allison Burnett

Genres : Drama, Romance

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                                    AUTUMN IN NEW YORK

                                      Screenplay by

                                     Allison Burnett

                                      Shooting Draft


                                                                      2000

                

               FADE IN:

               EXT. CENTRAL PARK -- SEPTEMBER AFTERNOON

               A COUPLE moves down a walkway, deep in subdued conversation. 
               All around them trees explode with autumn color. Birds sing. 
               Their path is dappled with leafy shadow.

               To their left, on the sunny meadow, TEENAGERS throw saucers 
               and footballs, smoke cigarettes and joints, drink beer and 
               soda, savoring the waning hours of summer.

               CLOSER ON THE COUPLE

               He is WILLS KEANE, late 40's to early 50's, strikingly 
               handsome, impeccably dressed, and supremely poised. At first 
               glance he has the proud glow of a hedonist who in the war 
               against time has been the undisputed victor.

               Only a closer look hints at the toll of battle. His shoulders 
               strain under the weight of so much repetition. His eyes are 
               touched by regret. The lines in his face reveal an emerging 
               disenchantment not so much with the world as with himself.

               Walking at his side is a WOMAN, 30, attractive and bright. 
               Her name is unimportant because so many have come before her 
               and, if the past prevails, so many will come after.

               She listens intently, as Wills finishes speaking --

                                     WILLS
                         -- and I could have waited to tell 
                         you, but I wanted to leave no room 
                         for misunderstanding.

                                     WOMAN
                         Well, you certainly didn't.

               EXT. ANOTHER CENTRAL PARK WALKWAY -- LATER

               Still talking quietly, they pass into a more secluded area 
               of the park--

                                     WOMAN
                         No, I see how you could feel this 
                         way. Of course I do. It's human. But 
                         what I don't get is why you'd want 
                         to announce it so quickly. I mean, 
                         we just met. Feelings change. You 
                         don't even know me.

                                     WILLS
                         Yes, I do.

               She is amused by his confidence --

                                     WOMAN
                         Oh, really?

                                     WILLS
                         The minute I laid eyes on you. It's 
                         the saddest thing about getting older. 
                         You know people so quickly. I even 
                         knew you'd end up hating me.

                                     WOMAN
                         Well, you're wrong. I don't.

                                     WILLS
                              (with a weary smile)
                         Give it time.

               She laughs. Then he stops. He hears something. She stops. 
               She hears it, too. It's a GIRL'S VOICE. He casually turns 
               and looks, squinting into the sun.

               He takes a few steps and there, between trees, he sees TWO 
               DOZEN PEOPLE sitting on the grass and on folding chairs -- 
               most are middle-aged or older with a distinctly intellectual-
               bohemian look to them.

               Standing and addressing them is CHARLOTTE FIELDING, 19, fair, 
               willowy, pale, lovely in an unconventional way. She wears an 
               eccentric hat and a vintage dress. Her bearing is upright, 
               her gaze warm and intelligent, her voice rich with emotion --

                                     CHARLOTTE
                         -- and for weeks I sat by her bed 
                         and cried. I told her I loved her 
                         and I begged her not to leave me. 
                         All I could think about was what I'd 
                         lose if she died. And then one 
                         night... she was in really bad pain... 
                         I stopped thinking about myself for 
                         a second and I thought about her.
                              (fighting tears)
                         I stopped crying. I said goodbye. 
                         And in less than an hour Ella was 
                         gone.

               The woman whispers in Wills' ear --

                                     WOMAN
                         It's so sad.

               But Wills ignores her. He watches Charlotte with keen 
               interest, touched by the depth and sincerity of her emotion.

                                     CHARLOTTE
                         I really think it's possible to hold 
                         a person back... cry them back... 
                         from dying. That's what I did to 
                         Ella and I'll never do it to anyone 
                         else again.
                              (softly)
                         I hope no one ever does it to me.

               She looks out at the group, many of whom are crying. A tear 
               runs down her cheek. She smiles and wipes it away.

               The woman, seeing Wills' interest in the girl, whispers --

                                     WOMAN
                         So what do you know about her?

               He knows a great deal. Or at least he thinks he does. But 
               his answer is nonchalant --

                                     WILLS
                         That she's just a kid.

               He takes the woman gently by the elbow and guides her away. 
               He steals one last look back.

               Charlotte, returning to where she was sitting, notices Wills. 
               Their eyes meet and a charge passes between them.

               Meanwhile an OLD MAN has risen from his chair --

                                     OLD MAN
                         I met Ella at City College in 1938...

               Wills slowly turns and walks away.

               MUSIC AND TITLES IN:

               EXT. MANHATTAN SUBWAY STOP -- AUTUMN DUSK

               A SWARM OF PEDESTRIANS ascends the steps to the bustling 
               street.

               FIND CHARLOTTE amid the swarm, struggling with a load of 
               BOXES and SHOPPING BAGS, carrying an antique, wood-and-wire 
               DRESSMAKER'S MANNEQUIN.

               She wears a peasant dress with a cycle jacket, a backpack, 
               and another eccentric hat.

               EXT. WASHINGTON SQUARE PARK -- DUSK

               Charlotte makes her way down the leaf-strewn pathway. Wheeling 
               the mannequin by the neck, she passes NYU STUDENTS smoking, 
               laughing, and chatting on their way to class.

               EXT. WEST VILLAGE AVENUE -- DUSK

               Charlotte hauls the mannequin down the block. A YOUNG MAN 
               offers her assistance, but she politely and firmly refuses.

               EXT. WEST VILLAGE STREET -- DUSK

               Charlotte wearily hauls the mannequin across the cobblestone 
               street, over the curb, and up to the stoop of a charming but 
               slightly dilapidated BROWNSTONE.

               INT. BROWNSTONE FOYER -- DUSK

               Charlotte opens the door into the darkness. She hits a light 
               switch and nothing happens. She flips it back and forth --

                                     CHARLOTTE
                         Shit.

               She dumps her boxes and bags, then wheels in the mannequin.

                                     CHARLOTTE
                         Dolly! The bulb burned out!

               MUSIC AND TITLES OUT:

               INT. BROWNSTONE LIVING ROOM -- SAME

               EIGHT SILHOUETTES are crouched in the dark room. The mantel 
               is draped with a HAPPY BIRTHDAY BANNER. The coffee table is 
               stacked with WRAPPED GIFTS.

               INT. FOYER -- SAME

               Charlotte looks suspiciously at the living room door --

                                     CHARLOTTE
                         Dolly?

               She tiptoes through the darkness and lays her ear against 
               it.

               INT. LIVING ROOM -- SAME

               We hear chuckles and whispers of anticipation. An older 
               woman's raspy, boozy voice growls --

                                     RASPY VOICE
                         My ass hurts.

               A few people chuckle, but they're quickly hushed. The DOOR 
               KNOB TURNS and the DOOR OPENS. Everyone leaps up in a blaze 
               of light --

                                     ALL
                         SURPRISE!

               The MANNEQUIN bursts into the room, teetering crazily, wearing 
               CHARLOTTE'S JACKET, BACKPACK, and HAT.

               Everyone FLINCHES and SCREAMS. Amid a chorus of laughter, 
               Charlotte enters. Grinning, she wags a facetious finger --

                                     CHARLOTTE
                         See? Surprises suck!

               INT. WILLS' BEDROOM -- NIGHT

               An antique clock ticks crisply on the dresser. Wills stands 
               before a mahogany mirror, buttoning a freshly laundered white 
               shirt.

               Lying on the cradle bed, half-wrapped in a sheet, naked but 
               for a string of pearls, is TANYA, 35, raven-haired, much too 
               thin. She smokes a cigarette.

                                     TANYA
                         Oh, Wills, please, not again. It's 
                         our third date and we're already in 
                         a rut.

                                     WILLS
                         But I thought you loved it.

               She stretches with her cigarette but before she can make it 
               to the ashtray, her ASH FALLS on a New York magazine.

               On the cover is a PHOTOGRAPH OF WILLS standing next to a 
               YOUNG CHEF in a fashionable restaurant. The caption reads: 
               "The Prodigal Son Returns."

                                     TANYA
                         Oh, I do -- except for the fact that 
                         there isn't a single thing on the 
                         menu I can eat.

                                     WILLS
                              (with a chuckle)
                         Sure, there is; there's just very 
                         little you're willing to digest.

               He slips in a cuff link. She affects a breezy indifference --

                                     TANYA
                         Fine then. We'll go, I'll get big, 
                         fat, and horrible, and it'll serve 
                         you right.

               Wills slips on a silk tie --

                                     WILLS
                         No, it won't. Because it takes at 
                         least a few weeks to get fat and by 
                         then you won't even be speaking to 
                         me.

                                     TANYA
                              (curiously)
                         Why do you say that?

               He stops tying his tie and stares at her in the mirror --

                                     WILLS
                         Because we have no future. All I can 
                         offer you is this... what we have 
                         right now... nothing more 
                         meaningful... until it ends.

               He goes back to tying his tie, then adds softly --

                                     WILLS
                         I could have waited to tell you, but 
                         I wanted to leave no room for 
                         misunderstanding.

               She stares at him, speechless.

               INT. RESTAURANT -- THAT NIGHT

               Its decor is exquisitely tasteful, its ambiance warm and 
               convivial. The night is in full swing. Most of the tables 
               are taken and the bar is packed.

               EXT. UPPER EAST SIDE -- SAME

               From amid the RUSH OF TRAFFIC, a TAXI breaks free and glides 
               to the curb in front of the RESTAURANT.

               Its facade is windowless. Only a small brass plaque on the 
               grey marble reveals that this is ELYSIUM.

               Wills and ERIKO, 30's, Japanese, aloof and stunning, emerge 
               from the taxi, elegantly dressed, and move to the front door.

               INT. ELYSIUM -- CONTINUOUS

               TWO TIPSY DEBUTANTES pass Wills and Eriko as they enter. One 
               recognizes Wills and smiles flirtatiously.

               Wills stops and helps Eriko off with her jacket. JESUS, 30, 
               the dashing Cuban-American maitre d', superbly discreet, 
               approaches --

                                     JESUS
                         Good evening, Mr. Keane. Will you be 
                         dining with us tonight?

                                     WILLS
                         We certainly will. Table seven, Jesus, 
                         if it's available.

                                     JESUS
                         Yes, sir.

               Wills hands Eriko's jacket to MELISSA, 20, the hat check 
               girl --

                                     WILLS
                         How are you, Melissa?

                                     MELISSA
                              (blushing)
                         Fine, Mr. Keane.

               CELIA, mid-20's, the chipper, blonde Midwestern hostess, 
               arrives, wearing a stunned, glassy smile.

                                     WILLS
                         Good evening, Celia. And how --

                                     CELIA
                              (with forced cheeriness)
                         Just dandy, sir, thanks!

                                     JESUS
                         Table seven.

                                     CELIA
                         This way, please.

               Celia, barely making eye contact with Eriko, walks quickly 
               away. Wills is amused and a little confused by Celia's 
               behavior. He lays a hand on Eriko's back --

                                     WILLS
                         I'll be right with you.

               Eriko nods and follows Celia.

               Wills moves to the reservation stand where his best friend 
               and the restaurant's manager, JOHN VOLPE, 40, a brilliant, 
               dapper, tough as nails Brooklynite stands, listening to 
               someone on the telephone.

               Wills lays a hand on his shoulder and mutters into his ear --

                                     WILLS
                         How's it going?

                                     JOHN
                              (covering the phone)
                         Chaos.

                                     WILLS
                         The house specialty.

                                     JOHN
                         Easy for you to say, ya prick. 
                         Waltzin' in here like you own the 
                         joint.

               Wills laughs and takes a look into the bar. John gestures 
               with his head in Eriko's direction --

                                     JOHN
                         So who's the new potential ex-wife? 
                         I thought you were still wastin' 
                         time with Tanya-von-What's-her-name.

                                     WILLS
                         We wisely agreed to cut our losses.

               Wills exits into the bar. John smiles and shakes his head.

               FOLLOW WILLS, as he glides along the bar. CUSTOMERS and STAFF 
               greet him warmly.

               As he enters the main dining room, DINERS spot him -- 
               sprinkled among them are CELEBRITIES from every walk of city 
               life. Wills greets them, stopping to shake their hands and 
               kiss their cheeks.

               Suddenly, Celia, the hostess, red-faced, blocks his path --

                                     CELIA
                         Look, I have no right to say this, 
                         okay? And you can fire me if you 
                         want, but in the six weeks we've 
                         been open you've brought in six 
                         different women -- tonight makes 
                         seven -- and it's really starting to 
                         get to me.

                                     WILLS
                         In what way?

                                     CELIA
                         I have to greet them! It's like 
                         working at a dog shelter! I'm afraid 
                         to learn their names or even smile 
                         at them because I know any minute 
                         they could be put down!

                                     WILLS
                         I assure you it's an absolutely 
                         painless procedure.

               Shocked, she can't help but sputter a laugh --

                                     CELIA
                         It is?

                                     WILLS
                         Sure.
                              (beat)
                         Especially for me.

               They both laugh. He moves closer, lowers his voice, and speaks 
               with warm sincerity --

                                     WILLS
                         Actually, I appreciate your concern, 
                         Celia. The truth is I'm a little 
                         worried myself.

                                     CELIA
                         Seriously?

                                     WILLS
                         Seriously. I've been trying to do 
                         better.
                              (uneasily)
                         But... you know how it is... old 
                         habits die hard.

                                     CELIA
                         So I'm not fired?

                                     WILLS
                         Nope. In fact, John's been looking 
                         for an assistant. Tell him you've 
                         just been promoted.

               Wills smiles, pats her in the shoulder, and moves on. She 
               can't believe it.

               A WAITER carrying a BIRTHDAY CAKE -- blazing with candles 
               and decorated with a WOMAN'S HAT made of MERINGUE LATTICEWORK -- 
               passes by on his way to the REAR DINING ROOM.

               From inside, VOICES begin to sing HAPPY BIRTHDAY. Wills, his 
               curiosity piqued, follows.

               INT. REAR DINING ROOM -- CONTINUOUS

               The waiter sets down the cake at the center of a round table. 
               There's a CHEER and APPLAUSE as the song ends. Wills cannot 
               see whose birthday it is because the waiter blocks his view.

               Just as Wills is about to exit the room, the waiter steps 
               away. Wills glances over and sees the birthday girl. At first 
               he can't place her, but then he does, and his face softens 
               and brightens.

               It's Charlotte. She wears a black velvet dress and a 
               wonderfully eccentric hat. Her eyes glow in the candlelight. 
               Through the chorus of voices, urging her to make a wish, she 
               cries out --

                                     CHARLOTTE
                         You guys! Let me think!
                              (concentrating)
                         Okay. Okay.

               Charlotte blows hard, and, with a little more effort than 
               you might expect, extinguishes the candles. Everyone APPLAUDS 
               and CHEERS.

               To Charlotte's right sits SIMON LORING, late 20's, English, 
               sardonic, adoring. He gestures at her CHEST and says --

                                     SIMON
                         Watch carefully, everyone -- they 
                         ought to begin emerging any moment 
                         now.

               Everyone laughs. Charlotte playfully slaps him --

                                     CHARLOTTE
                         Very funny! Actually, any moment now 
                         you're gonna turn straight and fall 
                         at my feet.

                                     SIMON
                         Oh, darling, you know I would if I 
                         could.

               Charlotte's best friend, SHANNON HARRIS, 19, a spoiled but 
               big-hearted redhead, drowning in curls, mutters --

                                     SHANNON
                         The only time he falls at your feet 
                         now is when he wants to borrow your 
                         Prada loafers.

               More laughter.

               BACK TO WILLS. He considers approaching Charlotte, but then 
               he looks back and sees Eriko sitting alone at their table, 
               idly stabbing at her drink with a straw.

               Regretting his rudeness, he takes a step toward her, but 
               then hears --

                                     WOMAN'S VOICE
                         Is that Wills Keane?

               He turns and sees DOLORES TALBOT, 70, blonde wig, spindly 
               frame, weathered skin, large, sad eyes. She holds a mixed 
               drink --

                                     WOMAN
                         It sure as hell is and he hasn't 
                         changed a bit!

                                     WILLS
                         I'm sorry, do I --

                                     WOMAN
                         You little fool, it's Dolores Talbot. 
                         Dolly!

               His smile shows uneasy surprise --

                                     WILLS
                         My God, it is.

                                     DOLLY
                         Yeah, I know, time's kicked my ass 
                         but good. Come on, Romeo, let's bury 
                         the hatchet. Give me a hug. Careful 
                         of the cocktail.

               As he hugs Dolores, he can't help but look over at Charlotte 
               again.

                                     DOLLY
                         So what the hell're you doin' around 
                         here? Last I heard you were out in 
                         earthquake country blowin' the family 
                         fortune.

                                     WILLS
                         Actually, I doubled it.

                                     DOLLY
                         Good for you!

               ON CHARLOTTE. She looks over. Her view is such that she sees 
               Wills but not Dolores.

               A faint blush creeps into Charlotte's cheeks. She pretends 
               to listen as Shannon tells a story --

                                     SHANNON
                         -- and you know how bouncer's get. 
                         He's like, "That's the worst fake 
                         I.D. I've ever seen." And I'm like, 
                         "Yeah? Well, you have the worst dread-
                         extensions!" And then just when --

               Noticing Charlotte's distraction, Simon whispers calmly to 
               her --

                                     SIMON
                         Are you feeling all right? You look 
                         positively green.

               Charlotte speaks under her breath without moving her lips --

                                     CHARLOTTE
                         He's here. And he's staring at me 
                         again.

                                     SHANNON
                         No way!

               Both Shannon and Simon turn to look, but like lightning 
               Charlotte grabs them both --

                                     CHARLOTTE
                         Don't!
                              (to Simon)
                         Wait a few seconds, then go to the 
                         bathroom.

                                     SIMON
                         How will I know him?

                                     CHARLOTTE
                         He's beautiful. And much older.

                                     SIMON
                         Really?
                              (getting up)
                         If he's rich you might have a fight 
                         on your hands.

               Charlotte watches furtively as Simon rises from his chair 
               and walks over. As he passes Wills, he flashes him a seductive 
               smile. Wills is confused by it.

                                     CHARLOTTE
                         Okay, look.

               Shannon swivels her head and throws an aloof, vacant stare 
               in Wills' direction. Then she looks back at Charlotte, mouth 
               agape --

                                     SHANNON
                         He's as old as my dad!

               Charlotte laughs.

               BACK ON WILLS. He does his best to be attentive as Dolores 
               exhales a plume of smoke into his face --

                                     DOLLY
                         Sure, L.A.'s okay if you're a cactus 
                         or a lizard, but if you're a New 
                         Englander, your soul dries up and 
                         blows away like a god damn leaf.

                                     WILLS
                         It only took me twenty years to come 
                         to my senses.

                                     DOLLY
                         So what're you doin' now? You owned 
                         some restaurants out there, didn't 
                         you?

               ON CHARLOTTE. She sits listening to Shannon --

                                     SHANNON
                         And so, after all that, we pay our 
                         cover, we get in, and it's totally 
                         heinous! Nothing but losers and --

               Charlotte looks over and pales, her eyes widening --

                                     CHARLOTTE
                         Oh, shit.

                                     SHANNON
                         What?

               Dolores walks up, hauling Wills by the arm --

                                     DOLLY
                         Kids! I want you to meet an old chum 
                         of mine, the owner of this fine 
                         establishment -- Wills Keane!

               The table greets him. Wills, slightly self-conscious, looks 
               at everyone but Charlotte.

                                     DOLLY
                         And that over there's the birthday 
                         girl -- my granddaughter, Charlotte.

               The news hits Wills hard. But he does his best to hide it. 
               He musters a casual smile --

                                     WILLS
                         Not Katie and Jay's daughter?

                                     DOLLY
                         You bet. She got her height from her 
                         dad. But her talent's all Katie's.

               Dolores indicates the hat that Charlotte's wearing --

                                     DOLLY
                         Made it herself from scratch. That 
                         one, too.
                              (to Shannon)
                         Honey, show 'im.

               Shannon makes an elaborate comic show of modeling the hat 
               she's wearing. The table laughs.

               Wills levels his gaze at Charlotte --

                                     WILLS
                         Impressive.

               Try as she might to accept the compliment with grace, 
               Charlotte can't help but grin.

                                     CHARLOTTE
                         Thanks.

               The WINE STEWARD stands at a station on which sit TWO BOTTLES 
               OF CHAMPAGNE on ice. He reaches for one. Wills stops him --

                                     WILLS
                         I think we can do better than that.

               The steward, understanding, nods and departs, taking the 
               champagne with him.

                                     WILLS
                         Happy birthday, Charlotte.

                                     CHARLOTTE
                         Thanks.

                                     SHANNON
                              (under her breath)
                         Twenty years old and never been...

                                     CHARLOTTE
                              (laughing)
                         Shut up!

               Amused, he flashes Charlotte his most dazzling smile.

                                     WILLS
                         I'll let you get back to your 
                         celebration.
                              (kissing Dolly's cheek)
                         A pleasure to see you again.

                                     DOLLY
                         Same here.

               Wills turns to exit. Simon, returning to his seat, murmurs 
               seductively to Wills as he passes by --

                                     SIMON
                         Leaving so soon?

               Wills looks at him, confused again, then continues on. As 
               Simon sits, he mutters to Charlotte --

                                     SIMON
                         Be still my beating heart.
                              (beat)
                         Or is that your heart?

                                     SHANNON
                              (whisper to Charlotte)
                         You're not really into him, are you?

               Charlotte turns to Dolores who has just sat down.

                                     CHARLOTTE
                         Hey, Dolly, how do you know him?

                                     DOLLY
                              (uneasily)
                         From Newport. Old friend of your 
                         mom's.

               Dolores eats a sloppy forkful of birthday cake.

                                                               DISSOLVE TO:

               EXT. WINDOW -- ESTABLISHING -- MORNING

               A gentle breeze tickles a white lace curtain. A PHONE RINGS.

               INT. BROWNSTONE KITCHEN -- SAME

               Charlotte, standing in the small antiquated kitchen, wearing 
               flannel pajamas, tenses when she hears the PHONE RINGING 
               UPSTAIRS. She snatches an apple from a bowl and dashes out 
               of the room.

               FOLLOW CHARLOTTE running through the DINING ROOM... into the 
               LIVING ROOM... into the FOYER... and up a DARK STAIRCASE.

               INT. CHARLOTTE'S BEDROOM -- MORNING

               A startling clash of childhood, adolescence, and womanhood. 
               Everything from stuffed animals to posters of pop icons to 
               volumes of great literature.

               THE PHONE RINGS AGAIN

               Charlotte bangs in, flings herself on the bed, and grabs the 
               phone --

                                     CHARLOTTE
                         Okay, bitch, I'm ready!

               INTERCUT WITH:

               INT. WILLS' ROOFTOP TERRACE -- MORNING

               Wills sits in his woolen robe, holding a portable phone. 
               Amused, he smiles into the morning sun --

                                     WILLS
                         For what?

                                     CHARLOTTE
                         Oh my God, I'm so sorry! Wait. Who 
                         is this?

                                     WILLS
                         Wills Keane.

               Her heart stops. She sits up slowly, her body tensed.

                                     WILLS
                         Who did you think it was?

                                     CHARLOTTE
                         My friend Simon, actually. He always 
                         calls me the morning after to sort 
                         of... you know... sum everything up.

                                     WILLS
                         And how would you sum it up, 
                         Charlotte? Turning twenty.

                                     CHARLOTTE
                         Kinda cool, kinda creepy. Anyway, 
                         you wanna speak to my grandmother?

                                     WILLS
                              (with a chuckle)
                         I don't think so.

               OLIVIA, 30's, Wills' Jamaican cook and housekeeper, enters. 
               Plump, handsome, and perpetually amused, she carries a tray 
               laden with continental breakfast and a New York Times. Wills 
               mouths a greeting. She smiles back and sets the tray on a 
               table.

                                     WILLS
                         I called because I'm going to be 
                         attending a benefit... a black-and-
                         white ball.... and I'd like you to 
                         design a hat... for my date.

                                     CHARLOTTE
                         Really? Wow. Sounds fun. Okay.

                                     WILLS
                         It's a gift. I don't have her 
                         measurements, but she's about your 
                         size. What're you, a six?

                                     CHARLOTTE
                         Uh-huh.

                                     WILLS
                         Good -- then let's assume your hat 
                         size is also the same.

                                     CHARLOTTE
                         But that doesn't necessarily --

                                     WILLS
                         It's a risk we'll just have to take.

               Charlotte runs over to her sewing table, looking for a pen 
               and paper. She finds paper, but no pen --

                                     WILLS
                         Her dress is a sheath... sleeveless, 
                         black. The hat must, of course, be 
                         black or white or both.

               She finds a pen but it doesn't work. She grabs an eyeliner 
               and uses that --

                                     CHARLOTTE
                         Any particular style?

                                     WILLS
                              (sipping his coffee)
                         No, just plenty of it. How long will 
                         it take?

                                     CHARLOTTE
                         A week or two.

                                     WILLS
                         You have till Thursday. I'll need it 
                         here by seven o'clock. I'm at the 
                         Pembroke on Central Park West and 
                         76th.

                                     CHARLOTTE
                         Oh. Wow. Okay.

                                     WILLS
                         What's your fee?

                                     CHARLOTTE
                              (faltering)
                         I don't really have one. I usually 
                         just make them for friends.

                                     WILLS
                         How's five hundred dollars?

                                     CHARLOTTE
                         Really? Wow.

                                     WILLS
                         Charlotte?

               His tone has abruptly shifted; it's intimately hushed. It 
               both daunts and excites her --

                                     CHARLOTTE
                         Yeah?

                                     WILLS
                         You say "wow" a lot.

                                     CHARLOTTE
                         I know.

                                     WILLS
                         It has to stop. You're a woman now.

                                     CHARLOTTE
                         I know.

                                     WILLS
                         Bye.

                                     CHARLOTTE
                         Bye.

               She clicks off the phone, wilts into a swoon on the bed, and 
               breaks out laughing.

               Wills, still holding the receiver, stares dreamily into the 
               middle distance.

               He snaps to when Olivia enters. Her accent is as much Queens 
               as it is Caribbean --

                                     OLIVIA
                         See, now you got me worried.

                                     WILLS
                         What do you mean?

                                     OLIVIA
                         You slept alone last night. You must 
                         be sick or somethin'. You want me to 
                         call a doctor?

                                     WILLS
                         Thank you, no, I'm fine.

               She throws him a sly, sidelong glance, then exits. Wills 
               laughs and contentedly sips his coffee.

               FROM THE NEXT SCENE, we hear the sound of SQUEALING, LAUGHING, 
               SHOUTING CHILDREN.

               INT. FAO SCHWARZ -- NIGHT

               Surrounded by swarming PARENTS and KIDS, Wills stands with 
               John, the manager of Elysium, and his wife, SARAH VOLPE, 30, 
               who, gazing out of frame, keeps a watchful eye on their kids --

                                     JOHN
                         Save it, pal! Don't even bother! I 
                         may not have gone to a fancy school 
                         like Bendover --

                                     WILLS
                              (to Sarah)
                         That would be Andover.

                                     SARAH
                         Sure, if his folks could have afforded 
                         it.

                                     JOHN
                         -- but when Wills Keane comps three 
                         bottles of Dom to a twenty-year-old 
                         girl, then tells me he did it 'cause 
                         he likes the kid's grandma, I smell 
                         a rat!

                                     SARAH
                              (looking around)
                         Oh, is that what that is? I figured 
                         there was a dirty diaper somewhere.

                                     WILLS
                              (lightly)
                         Okay, I admit it, she interests me.

                                     JOHN
                              (turning to Sarah)
                         He's gonna do it! I don't believe 
                         it! He moved us back here for nothing!

                                     SARAH
                         So much for that turned leaf.

                                     WILLS
                              (amused)
                         Come on, you're overreacting.

                                     JOHN
                         Is that what you think? Buddy, since 
                         we hit town, I have done nothin' but 
                         cut you slack! Every week a new woman 
                         on your arm and I didn't say a word. 
                         Why? 'Cause I figured at least they're 
                         in the right demographic. Maybe by 
                         accident you'll trip over something 
                         substantial. But this little girl? 
                         Best she could be is Miss Right's 
                         daughter!

                                     WILLS
                              (uneasily)
                         I know. It's just that there's 
                         something about her. She's special... 
                         and I just thought --

                                     SARAH
                         "She's young. She's hot. I'm on the 
                         verge of menopause. Why not go for 
                         it?"

               Wills and Sarah meet eyes.

                                     WILLS
                         There wouldn't be much point in lying 
                         to you, would there?

               Sarah shakes her head.

                                     KIDS' VOICES
                         Mommy, Daddy, look, look!

               MOLLY and CARLA, the Volpes' five-year-old TWIN DAUGHTERS 
               run up, beaming, each carrying a huge stuffed animal.

                                     JOHN
                         Hey, they're bigger than you are!

               John scoops both his daughters up in his arms and kisses 
               them repeatedly.

               Wills watches, his eyes filling with a vague, wistful envy. 
               He sees Sarah staring at him. She smiles sympathetically.

               INT. BROWNSTONE LIVING ROOM -- AFTERNOON

               The furniture is antique and dark. The white walls are tinged 
               with yellow from years of cigarettes. In one corner, the 
               paint has chipped off the ceiling in a jagged plate.

               Dolores sits on a worn-out leather arm chair, smoking, sipping 
               a cocktail, watching a DAYTIME TALK SHOW.

               In the background, we see Charlotte working in the ADJOINING 
               DINING ROOM which she has turned into a lovely sewing room.

               CLOSER ON CHARLOTTE. She builds her hat on a HAT BLOCK -- a 
               wooden mannequin head. Strewn all around her are the materials 
               of her hatmaking -- bolts of cloth, hat blocks, a sewing 
               table.

               Shannon, wearing sweats and a T-shirt, lies on the floor, 
               eating M+M's and drinking diet soda, while heavily marking 
               up a text book with a YELLOW HIGHLIGHTER.

               Charlotte stops and rubs her eyes, then she glances down at 
               Shannon and smiles --

                                     CHARLOTTE
                         Why don't you mark what isn't 
                         important? That way you'll save ink.

                                     SHANNON
                         Why don't you sew your mouth to my 
                         butt? That way you'll stop annoying 
                         me.

               They both laugh. Overhearing, Dolores croaks facetiously --

                                     DOLLY
                         Now, now, if you two kids can't play 
                         nice --

               Shannon rolls over onto her back --

                                     SHANNON
                         God, I hate school.

               Charlotte pins a strip of black lace to the hat --

                                     CHARLOTTE
                         Oh, come on, just last week, you 
                         said you were on a roll. You loved 
                         it!

                                     SHANNON
                         Well, now I'm on the rag and I hate 
                         it.

               Charlotte chuckles and sets the half-finished hat on her 
               head. Still seated, she wheels her work chair over to a mirror --

                                     CHARLOTTE
                         I think you're incredibly lucky. I'd 
                         love to be going to college.

               Shannon rolls over and looks at her. Suddenly her expression 
               is inexplicably solemn --

                                     SHANNON
                         Am I the most spoiled brat in the 
                         world or what?

                                     CHARLOTTE
                         Spoiled brats don't even ask questions 
                         like that.
                              (re: the hat)
                         What do you think?

               She models the hat. Tears well in Shannon's eyes and she 
               says without even a hint of irony or sentimentality --

                                     SHANNON
                         That you're the most beautiful person 
                         in the entire world.

               Charlotte smiles, looks away, and, trying not to cry, fusses 
               with the hat.

               EXT. CENTRAL PARK WEST -- NIGHT

               A cold autumn rain falls. The Irish doorman, MICHAEL, 60's, 
               melancholy, stoop-shouldered, smokes a cigarette, looking up 
               at the unburdening sky.

               A LIMOUSINE pulls up. The passenger window glides down --

                                     DRIVER
                         Mikey! How ya doin'?

                                     DOORMAN
                         A bit early, aren't you?

                                     DRIVER
                         Hey, in this soup, better safe than 
                         sorry, you know what I mean?

               RUNNING FOOTSTEPS approach. Michael looks. The driver looks, 
               too.

               It's Charlotte, dressed in tattered jeans, a light rain coat, 
               and sneakers, dashing at breakneck speed down the street, 
               carrying something in a GARBAGE BAG.

                                     CHARLOTTE
                         KEANE!

               She runs right past Michael --

               INT. ELEVATOR -- NIGHT

               Michael works the shiny brass controls. Charlotte, winded, 
               hair dripping wet, watches the numbers tick by overhead. 
               Michael smiles at her with paternal fondness --

                                     MICHAEL
                         He's goin' to a fancy party tonight.

               Charlotte, nonplused by his lack of discretion, smiles 
               politely --

                                     CHARLOTTE
                         Oh, really?

               INT. WILLS' PENTHOUSE -- MOMENTS LATER

               The elevator doors open.

                                     MICHAEL
                         Watch your step, Miss.

                                     CHARLOTTE
                         Thank you.

               She emerges, moves to Wills' door, and waits for the elevator 
               to close. When it does, she hurries back to a table over 
               which hangs a GILDED MIRROR.

               She takes a LOVELY OLD HAT BOX out of the garbage bag and 
               ditches the bag under the table. Then she quickly checks 
               herself in the glass.

               She doesn't like what she sees. She pokes at her sopping 
               hair and squeezes it, but it's hopeless. Remembering the 
               time, she hurries back to the door, takes a deep breath, and 
               rings the bell.

               She waits. And waits. Then she hears footsteps approaching. 
               She realizes she's left the hat box on the table.

               She rushes over and grabs it, just in time to get back to 
               the door when it OPENS.

               Olivia, the housekeeper, steps out, wearing her coat and 
               carrying her purse. Her voice is low and gentle --

                                     OLIVIA
                         He's waitin' for you, Miss Fieldin'.

               They exchange cordial smiles. Charlotte enters.

               INT. WILLS' APARTMENT -- CONTINUOUS

               Charlotte steps into a dim hallway lined with oil paintings, 
               carpeted with a Persian runner, and lighted by three antique 
               sconces. She walks slowly, terribly self-conscious.

               INT. WILLS' LIVING ROOM -- CONTINUOUS

               The room is vast, furnished with antiques, decorated with 
               the same masculine good taste. Charlotte enters timidly, 
               then hears --

                                     WILLS
                         What happened?

               She looks and sees Wills standing, back turned, before a 
               broad set of high windows. City lights glimmer in the 
               distance; beneath them lies the vast gloom of Central Park.

                                     CHARLOTTE
                         I couldn't get a cab, so I took the 
                         subway... only it was an express and 
                         it didn't stop at --

                                     WILLS
                         You realize, don't you, that you're 
                         a full eighteen minutes late?

                                     CHARLOTTE
                         I know... I'm so sorry... I --

               Wills turns around. A magnificent figure -- expertly tailored 
               tux, every hair in place, freshly manicured. And then he 
               offers her an amused, reassuring smile --

                                     WILLS
                         Charlotte, relax. What's the point 
                         of being a beautiful young woman if 
                         it isn't to keep your admirers 
                         waiting? In fact, you disappoint me: 
                         I was looking forward to at least 
                         another half hour of suspense.

               Flattered, her face brightens --

                                     CHARLOTTE
                         I could leave and come back.

                                     WILLS
                         Nope, too late. Anyway, I want to 
                         see the hat.

               He walks over to her. Smiling, she sets down the box, unties 
               the ribbon, and gingerly removes the hat. It's sublimely 
               simple and elegant. She looks at him with hope. His face 
               betrays nothing --

                                     WILLS
                         Try it on.

                                     CHARLOTTE
                         I can't. I'm soaked.

                                     WILLS
                         It's all right.

               Charlotte, a little confused, carefully sets the hat on her 
               head. She steps to a wall mirror, pulls the veil down, and 
               sets it at the correct angle.

               Wills appears behind her and shares the reflection. She feels 
               his presence, hears his breathing. They speak in hushed tones --

                                     WILLS
                         It's perfect. It's like a tiny 
                         sculpture.

                                     CHARLOTTE
                         I wanted it to be a tiny poem.

               She smiles. Their eyes meet in the glass.

                                     WILLS
                         If only I had some use for it.
                              (off her look)
                         My date canceled a few hours ago.

                                     CHARLOTTE
                         Why?

                                     WILLS
                         I don't know. She was vague. Would 
                         you... like to come in her place?

               Charlotte can't believe it. She smiles at his reflection.

                                     CHARLOTTE
                         Like this?

                                     WILLS
                         The outfit I bought her is hanging 
                         in the guest room closet.

                                     CHARLOTTE
                              (anxiously)
                         It's okay? Are you sure?

                                     WILLS
                              (amused)
                         Of course.

               He gestures toward the half-open door on other side of the 
               room. Charlotte turns and, biting her lip, looks at the door, 
               then back at Wills, then back at the door.

               INT. GRAND BALLROOM, PLAZA HOTEL -- NIGHT

               A spectacular affair is in full swing, a benefit for the 
               METROPOLITAN MUSEUM OF ART attended by FIVE HUNDRED GUESTS 
               from HIGH SOCIETY dressed only in black and white.

               A LARGE BAND plays -- everything from waltzes to jazz to 
               swing. Chandeliers glisten. Guests, sitting in ornate boxes, 
               look down on the marble dance floor where a WALTZ is in 
               progress.

               FIND WILLS AND CHARLOTTE, dancing together. Charlotte looks 
               sophisticated and beautiful beyond measure, wearing a 
               sleeveless black sheath with a fake fur wrap, and, of course, 
               her hat.

                                     WILLS
                         Nonsense. You're very good. Where 
                         did you learn?

                                     CHARLOTTE
                         From Ella. The woman whose memorial 
                         you crashed.

                                     WILLS
                         So you did see me there.

                                     CHARLOTTE
                         Uh-huh. And the next time I saw you, 
                         you were on the cover of New York 
                         magazine. And I had to pick a place 
                         for my birthday. So...

               It takes a few beats for Wills to put it together. He smiles, 
               realizing that her presence at Elysium wasn't a coincidence. 
               She smiles back, sweetly, coyly.

               ON THE PERIMETER, FIND TWO RICH WOMEN, 40's, too thin, too 
               lifted, watching Wills and Charlotte waltz.

               They stand with LISA, 23, unassuming, fair-haired, simply 
               dressed.

                                     RICH WOMAN #1
                         Of course he moved back. I mean, 
                         he'd already seduced every A- and B-
                         list actress in town. What was left 
                         for him?

               Pause. Lisa looks at her, feigning naivety.

                                     LISA
                         The C-list?

                                     RICH WOMAN #2
                         Exactly.

                                     RICH WOMAN #1
                         But if what I hear is true and he's 
                         shopping for a bride, I can tell you 
                         one thing -- he's barking up the 
                         wrong tree there.

                                     LISA
                         Why do you say that?

                                     RICH WOMAN #1
                              (with an icy smile)
                         Good wives are rarely found up cherry 
                         trees.

               The women share a laugh. Lisa, slightly discomposed, looks 
               back at Wills and Charlotte.

               INT. GRAND BALLROOM -- LATER

               Wills and Charlotte slow dance to a romantic ballad. Wills 
               seems entranced by her easy manner of expression --

                                     CHARLOTTE
                         I met Ella in the fourth grade. She 
                         was my teacher at the Little Red 
                         School House. We stayed friends after 
                         she retired. She taught me how to 
                         cook and sew... speak Italian... 
                         basically enjoy life, have fun -- 
                         that's what she was best at... even 
                         when she knew she was dying.
                              (pause)
                         The most important thing she did was 
                         introduce me to poetry. She believed 
                         it was the highest form of art and 
                         that everything we say and do should 
                         aspire to it.

               Wills is uncomfortable for a moment, then ventures quietly --

                                     WILLS
                         It sounds as though, in a way, she 
                         took your mom's place...

                                     CHARLOTTE
                         My mom and my dad's. After they died, 
                         Dolly was so devastated she pretty 
                         much gave up on everything. It was 
                         like if something that tragic could 
                         happen, there was no way she was 
                         ever gonna care about anyone else 
                         ever again. Including herself. She 
                         wasn't a horrible parent... she didn't 
                         abuse me or anything... she just 
                         ignored me. She was more like a weird 
                         landlady than a grandmother.

               Charlotte smiles sadly. Her eyes glisten in the light.

                                     WILLS
                         I'm sure she did the best she could.

                                     CHARLOTTE
                         For a long time I kinda thought that, 
                         too, and I made excuses for her, but 
                         now I don't. I was seven years old 
                         and I needed her and she wasn't there.

               Silence as Wills somberly reflects. Finally, he speaks --

                                     WILLS
                         I remember when I heard the news 
                         about your parents. You know how 
                         after a crash they print a long list 
                         of names in the newspaper? Well, I 
                         grew up outside Boston, so I naturally 
                         started to scan the list. But 
                         casually, not expecting to --

               Suddenly, a SWING SONG starts. Wills smiles at the ironic 
               change of mood, then turns to escort Charlotte away --

                                     CHARLOTTE
                         Oh, no, come on! I love this stuff! 
                         Don't you? Didn't you grow up on it?

                                     WILLS
                         How old do you think I am?

                                     CHARLOTTE
                         Ancient!

               Holding his hand, she starts moving to the music. Wills laughs --

                                     WILLS
                         I have no idea what to do!

                                     CHARLOTTE
                         Have fun!

               She flings her wrap onto a chair and keeps dancing. Wills, 
               charmed senseless, finally surrenders.

               A SEQUENCE BEGINS during which we see WILLS and CHARLOTTE 
               having an inordinately good time. Wills maintains a modicum 
               of reserve; Charlotte is joyful and entirely unembarrassed.

               CERTAIN GUESTS NOTICE THEM. The reactions to their pairing 
               runs from confusion to disgust to amusement.

               But no one watches them more carefully than Lisa.

               Finally, in the middle of a song, Wills and Charlotte make 
               their way off the floor, winded and laughing. Wills heads 
               off to the bar. Charlotte turns around and watches the other 
               dancers.

               Then we notice Lisa standing next to her. They smile at each 
               other. Lisa offers her a cocktail napkin. Charlotte takes it 
               and wipes off her brow.

               They speak above the music --

                                     LISA
                         I had to come. I work at the Met. 
                         What's your excuse?

                                     CHARLOTTE
                         Sort of a date.

                                     LISA
                         With Wills Keane, right?

                                     CHARLOTTE
                         You know him?

                                     LISA
                         Just by reputation.

                                     CHARLOTTE
                         A major womanizer, right?

                                     LISA
                         That's what they say.
                              (beat)
                         I'm Lisa.

                                     CHARLOTTE
                         Charlotte Fielding.

               They shake hands. Lisa looks away and sees Wills making his 
               way toward them with two glasses of punch.

               Coolly covering, Lisa beats a hasty retreat --

                                     LISA
                         Anyway, I should keep mingling. But 
                         it was nice to meet you.

                                     CHARLOTTE
                         Same here.

               Lisa smiles politely and walks away.

               Wills walks up, watching Lisa melt into the crowd. His brow 
               is furrowed. He's wondering if his eyes have deceived him. 
               He hands Charlotte a punch --

                                     WILLS
                         Who was that?

                                     CHARLOTTE
                         Lisa something.

               The name hits home. Wills is flustered, but then he covers 
               as best he can and lifts his glass --

                                     WILLS
                              (lifting his glass)
                         Here's to --

                                     CHARLOTTE
                         Us.

               Wills smiles slowly and they toast.

               INT. WILLS' LIVING ROOM -- NIGHT

               The room is empty. There's laughter in the distance. The 
               front door opens and shuts. We hear Wills and Charlotte, 
               both a little tipsy, advancing down the hall toward us --

                                     CHARLOTTE
                         God, you talk like you're a hundred 
                         and sixteen!

                                     WILLS
                         That's usually how I feel. But not 
                         tonight. Tonight I feel sixteen... 
                         just sixteen... and three-quarters.

               Wills crosses to the bar and from a small refrigerator pulls 
               out a BOTTLE OF CHAMPAGNE already sitting in an ice bucket.

                                     WILLS
                         Champagne?

                                     CHARLOTTE
                         He asked nonchalantly.

               Wills laughs, then opens the bottle as he picks up his 
               previous train of thought --

                                     WILLS
                         You see, Charlotte, the way you know 
                         you're getting older is that you 
                         start to notice patterns. People 
                         start falling into types. Pretty 
                         soon you know a person before you've 
                         even been introduced. And if it's a 
                         woman, before the romance even starts, 
                         a whisper in your head tells you 
                         exactly what it is and how long it's 
                         going to last. And the saddest, the 
                         most tedious, part of all is that 
                         that little voice is almost always 
                         right.
                              (popping the cork)
                         Now, what I like about you -- and I 
                         think that's actually what inspired 
                         this little lecture -- is that I 
                         find you completely unprecedented... 
                         and, therefore, wholly unpredictable.

                                     CHARLOTTE
                         God, it must be a relief.

                                     WILLS
                              (confused)
                         What?

                                     CHARLOTTE
                         To finally deliver that speech to a 
                         woman and actually have it apply to 
                         her.

                                     WILLS
                         Now wait a minute.

                                     CHARLOTTE
                         No, because coincidentally I am all 
                         those things you just said. And more.

               Wills chuckles, shaking his head, charmed but a little 
               unsettled.

                                     CHARLOTTE
                         I'm a "unique". At least that's what 
                         my yoga teacher says. He says there 
                         are very few uniques in the world 
                         and I'm one of them.

                                     WILLS
                         Well, he's a wise man.

               He hands her a glass of champagne.

                                     CHARLOTTE
                         You, on the other hand, are what 
                         he'd call a "typical."

                                     WILLS
                         Oh, really?

                                     CHARLOTTE
                         Uh-huh. And I can prove it. Want me 
                         to? Come here.

               Wills moves a few steps closer.

                                     CHARLOTTE
                         Closer.

               Wills walks even closer, until they are just a few feet apart.

                                     CHARLOTTE
                         No, come on, really close.

               Wills can't believe his good luck. He nears her until their 
               faces are almost touching.

                                     CHARLOTTE
                         Perfect. Now watch very carefully.

               She rises on tiptoe and puts her mouth just inches from his.

               Their breathing mingles. Wills seems almost dizzied by it.

               And then, very slowly, he kisses her.

               She does not kiss back.

               Finally, he pulls away, staring blankly, breathing hard, not 
               sure what to say.

               Charlotte whispers --

                                     CHARLOTTE
                         See? You're a typical.
                              (pause)
                         And for what you just did, most girls 
                         my age would slap your face. Or ask 
                         to be put in a cab.
                              (pause)
                         Lucky for you, I'm a unique.

               She smiles, then kisses him deeply on the mouth. Her arms 
               wrap around his neck.

               INT. WILLS' BEDROOM -- NIGHT

               Cloaked in deep shadow, set off against a rainy window pane, 
               we see Wills, his shirt off, on top of Charlotte whose blouse 
               is open. He passionately kisses her neck and mouth.

                                                               DISSOLVE TO:

               INT. WILLS' BEDROOM -- MORNING

               The room is bathed in golden light. Charlotte lies naked 
               under the covers asleep on her stomach. Her brow is tense 
               and one of her hands is slightly clenched.

               ANGLE ON WILLS, standing in the doorway, watching her, his 
               face a portrait of conflicted thoughts.

               Finally, she stirs. Smiling and squinting into the sun, she 
               gets up on one arm and looks at him, standing there in the 
               doorway --

                                     CHARLOTTE
                         Boy, do you look guilty.

               EXT. WILLS' TERRACE -- LATER

               Charlotte happily wolfs down her continental breakfast. Wills 
               sits across from her, watching and worrying.

                                     CHARLOTTE
                         Didn't anyone ever teach you that 
                         it's bad manners to stare at a girl 
                         when she's eating like a pig?

               Wills chuckles, then his smile fades and he clears his throat.

                                     WILLS
                         Listen --

                                     CHARLOTTE
                         Uh-oh. Here it comes.

                                     WILLS
                         That's right, because, look, I could 
                         put this off, but I genuinely like 
                         you. So I want to be clear... right 
                         now... from the start, so there's no 
                         chance for misunderstanding later.

                                     CHARLOTTE
                         Okay.

                                     WILLS
                         What I want to say you is.... well... 
                         that all I can offer you is this... 
                         what we have right now... nothing 
                         more substantial... just this... 
                         until it ends.

               She looks at him. Lowers her fork. He adds almost reluctantly --

                                     WILLS
                         The truth is, we have no future 
                         together.

                                     CHARLOTTE
                         I know. I'm dying.

               Wills' face reddens slightly. He shifts uneasily in his chair. 
               A suggestion of a smile plays along his features --

                                     WILLS
                         What... what do you mean?

                                     CHARLOTTE
                         What I said. Nobody thought I'd even 
                         last this long.

               Wills stares at her blankly, not knowing what to think or 
               say.

                                     CHARLOTTE
                         I could have put off telling you, 
                         but I genuinely like you, so I wanted 
                         to be clear... you know, right from 
                         the start.

               Olivia enters, takes her orange juice glass and leaves a 
               full one.

                                     CHARLOTTE
                         Thanks, Olivia!

               Charlotte gulps down the juice. Wills watches, his mind 
               reeling.

               INT. DOCTOR'S OFFICE -- DAY

               Wills sits across from a large desk, beneath a wall of framed 
               certificates and diplomas. The door opens and DR. PAUL SIBLEY, 
               60, African-American, dour and forbidding, enters --

                                     SIBLEY
                         Mr. Keane? Dr. Sibley.

               Wills jerks to his feet and they shake hands --

                                     WILLS
                         Thank you so much for taking the 
                         time.

                                     SIBLEY
                         It's my job, sir. Please, sit down.

               He walks around the desk. Sibley is all business, but his 
               brusqueness masks genuine regret --

                                     SIBLEY
                         Now, Mr. Keane, on the phone you 
                         referred to Charlotte's condition as 
                         cancer. That isn't strictly accurate. 
                         Neuroblastoma is a soft tissue 
                         malignancy, but it isn't cancer -- 
                         although it sometimes can be just as 
                         aggressive.
                              (sitting)
                         It's most common in children. In 
                         young adults, the condition is 
                         extremely rare. In Charlotte's case, 
                         the tumor is located in her chest. 
                         It's growing rapidly and has proved 
                         resistant to both irradiation and 
                         chemotherapy. And because of its 
                         proximity to her aorta, surgery is 
                         out of the question.

                                     WILLS
                         So then what treatment is she getting?

                                     SIBLEY
                         At present? Nothing.

               Wills shifts uneasily in his chair.

                                     SIBLEY
                         Eventually she'll be treated for 
                         pain. In the end, surgery could become 
                         an option, but her chances of survival 
                         would be slim. Right now Charlotte's 
                         against it. She's signed a directive 
                         forbidding any sort of heroic 
                         intervention.

               A silence settles between them. Sibley opens a folder on his 
               desk.

                                     SIBLEY
                         There's more here if you're 
                         interested, but it won't mean much 
                         to you.

               Wills shakes his head and rises from his chair. He turns to 
               the door, then turns back to the doctor --

                                     WILLS
                         How long?

                                     SIBLEY
                         Optimistically? A year.

               EXT. ST. VINCENT'S HOSPITAL WAITING ROOM -- LATER

               Wearing her tattered jeans from the night before, Charlotte 
               sits on the couch doing the New York Times crossword. Wills 
               emerges, walking slowly, pensively, as though in a trance.

               Charlotte looks up and masks her anxiety with a grin --

                                     CHARLOTTE
                         A real charmer, isn't he?

               Wills doesn't react. He keeps walking toward her. Unsettled, 
               she holds up the puzzle.

                                     CHARLOTTE
                         How are you on Cambodian money units?

               Wills keeps advancing.

                                     CHARLOTTE
                         Are you okay, old man? You look kinda 
                         woozy.
                              (jokingly calling out)
                         Is there a doctor in the house?

               Ignoring her, Wills sits down, takes her in his arms, and 
               embraces her. At first she resists, but slowly she surrenders 
               and hugs him back.

               INT. TAXI -- AFTERNOON

               As the cab bounces down a cobblestone Village street, Wills 
               and Charlotte stare straight ahead, each following the 
               tortuous path of his own thoughts.

               Slowly, Charlotte steals a sidelong look at him. His face is 
               tense, ashen, and unreadable --

                                     CHARLOTTE
                         Hey.

               Wills slowly turns his head. She smiles sweetly --

                                     CHARLOTTE
                         Look on the bright side: if I weren't 
                         sick, there's no way we could hang 
                         out together.
                              (off his look)
                         I'm serious. You'd be scared of 
                         hurting me and I'd be scared you 
                         were just using me for my perfect 
                         young body.

               He can't help but smile. Encouraged, she moves closer --

                                     CHARLOTTE
                         And then our friends would say we 
                         were just into each other for weird 
                         psychological reasons. You know, 
                         because I'm looking for a daddy 
                         substitute and you're looking for 
                         someone you can feel superior to so 
                         you won't have to confront how scared 
                         you are of real intimacy -- and, of 
                         course, they'd be right and eventually 
                         we'd break up.
                              (beat)
                         But since I'm so sick it doesn't 
                         really matter what deep-seated 
                         weirdness has brought us together 
                         because there's no way we can possibly 
                         screw each other over... or up... 
                         because that takes time. And I don't 
                         have much left.

               The cab comes to a stop in front of her brownstone. She smiles 
               archly, savoring the irony --

                                     CHARLOTTE
                         So considering everything, don't you 
                         think we should just sort of chill 
                         out, forget I'm sick, and enjoy what 
                         we have... right now... no strings... 
                         just this... until it ends? 'Cause 
                         that's really all I have to offer.

               Wills grimly appreciates the irony.

                                     CHARLOTTE
                         Think about it, okay? But not too 
                         hard.

               She kisses his cheek and jumps out of the cab. She skips up 
               the steps of the brownstone, then immediately turns around 
               and runs back down to the open window.

               She leans in and mutters sexily --

                                     CHARLOTTE
                         Last night was so incredibly hot.
                              (beat)
                         By the way -- it was my first time. 
                         And I picked you for the job. I hope 
                         you're flattered.

               Wills is shocked. She turns and runs back upstairs. She sticks 
               in the key, then turns and waves at Wills before banging 
               open the door with her hip.

                                     DRIVER
                         Okay, pal, where to?

               Wills hasn't moved a muscle.

               FROM THE NEXT SCENE, we hear the pop of FLASHBULBS and the 
               whirr of SHUTTERS --

               INT. DOWNTOWN LOFT -- NIGHT

               YOUNG FASHION MODELS OF EVERY RACE strut down a runway, 
               modeling a new line of WOMEN'S URBAN CASUAL WEAR.

               FIND CHARLOTTE, ignoring the show, pushing through the crowd, 
               hurrying toward the side of the stage. She speaks to a GUARD 
               at the entrance and he lets her pass.

               INT. BACKSTAGE -- MOMENTS LATER

               Charlotte searches amid the chaos of models dressing and 
               undressing. Finally, she spots them.

               FIND SIMON AND SHANNON styling a BLACK FEMALE MODEL in a 
               tank top and fatigues.

               He applies a finishing touch, adjusting the tilt of the 
               model's baseball cap. Shannon, lacing the girl's boots, works 
               as Simon's assistant.

               EXT. SOHO STREET -- NIGHT

               The threesome, in high spirits, bangs open a fire door. 
               Shannon is beside herself, frantically half-screaming --

                                     SHANNON
                         I don't believe it! I don't believe 
                         it!

                                     SIMON
                         I think what Miss Harris is trying 
                         to say, is that you've strained her 
                         credulity.

                                     CHARLOTTE
                         Really? Better put some ice on that.

               Shannon lifts a hand to high-five her --

                                     SHANNON
                         Girlfriend, you are so incredibly 
                         cool!

                                     SIMON
                         So I've been told.

               Simon high-fives her instead. The girls laugh.

                                     SHANNON
                         Okay, now tell us everything! Don't 
                         leave anything out!

               FROM THE NEXT SCENE, we hear --

                                     JOHN'S VOICE
                         Okay, then what happened?

               INT. ELYSIUM -- LATE AFTERNOON

               The restaurant is empty. John stands behind the bar, taking 
               an inventory of the liquor. In the background, TWO BUSSERS 
               mop up. Wills sits on a bar stool, nursing a mineral water --

                                     WILLS
                         Not much. I took her home and she 
                         pointed out an irony -- that fate 
                         was now offering us the very same 
                         thing that just this morning I'd 
                         told her was all I could offer her: 
                         a relationship with no future.

                                     JOHN
                              (chuckling)
                         A kid figured that out?

                                     WILLS
                         She's not a kid! That's what I've 
                         been trying to tell you. Nothing's 
                         lost on her. I'm the kid. She... I 
                         don't know what the hell she is...
                              (muttering)
                         But I do know what she was.

               John looks at him curiously. Wills glances over his shoulder 
               at the bussers, then leans in close --

                                     WILLS
                         A virgin.

                                     JOHN
                         What?

               The busboys turn their heads.

                                     WILLS
                         I had no idea. That's the only reason 
                         she had her party here, so she could 
                         lure me into doing the honors.

                                     JOHN
                              (grinning)
                         She used you, pal.

                                     WILLS
                         I know.

                                     JOHN
                         The hangman got hanged. How's it 
                         feel?

                                     WILLS
                         Embarrassing.

               John laughs. Wills settles into a brooding silence. John 
               goes back to work --

                                     JOHN
                         So what now?

                                     WILLS
                         I end it.

                                     JOHN
                         How come?

                                     WILLS
                         What, you're endorsing this now?

               John, continuing his work, smiles sweetly --

                                     JOHN
                         I don't know, when you talk about 
                         her, you're not such an arrogant son 
                         of a bitch. You get all whiny and 
                         stupid. I like that.

                                     WILLS
                         Thanks.

                                     JOHN
                         And since I don't see you gettin' 
                         serious with any of your other 
                         victims, I figure why not spend a 
                         little time together?

               Pause.

                                     WILLS
                         Because she's dying.

                                     JOHN
                         I got bad news for you, brother, so 
                         are you.

               Wills stares at him thoughtfully.

               EXT. BROWNSTONE STOOP -- DAY

               Wills stands stiffly at the door, holding a bouquet of 
               flowers. He stares at his own reflection in the porthole 
               window. He straightens his hair, tugs at the collar of his 
               cashmere jacket.

               Footsteps approach. The door opens and there's Dolores, bleary-
               eyed and disheveled. She smiles sourly --

                                     DOLLY
                         Well, well.

               INT. BROWNSTONE FOYER -- CONTINUOUS

               Through the dark prism of Dolores' inhospitable wariness, we 
               catch glimpses of the high-society hostess she once was --

                                     DOLLY
                         She'll be right down. She's upstairs, 
                         gildin' the lily.
                              (shouting up the stairs)
                         HE'S HERE!
                              (wryly)
                         Do come in.

               They move through a doorway --

               INT. BROWNSTONE LIVING ROOM -- CONTINUOUS

               Wills is surprised by the room's run-down state.

                                     DOLLY
                         Excuse the mess. My maid died fourteen 
                         years ago and it's been simply 
                         impossible to replace her. She did 
                         windows and spoke English.

               She chuckles to herself. Wills hands her the flowers.

                                     WILLS
                         For you.

                                     DOLLY
                         Well, aren't they loverly.

               She casually drops them into an EMPTY BLENDER at the bar.

                                     DOLLY
                         Care for a cocktail?

                                     WILLS
                         No, thanks.

               INT. CHARLOTTE'S BEDROOM -- SAME

               Simon lounges on the bed. Charlotte stands before a full-
               length mirror, trying on a dress.

                                     SIMON
                         It really is uncanny. I tell you, in 
                         that dress you're the spitting image 
                         of Michel Simon.

                                     CHARLOTTE
                              (flattered)
                         Who's she?

                                     SIMON
                         A French character actor, long dead, 
                         who was not only hideous and fat, 
                         but quite male.

                                     CHARLOTTE
                         So that would be a "no."

               Simon nods. Charlotte takes off the dress.

               INT. BROWNSTONE LIVING ROOM -- SAME

               Wills looks around the room. Dolores splashes her drink with 
               vodka --

                                     DOLLY
                         What can I say? Time's a thief. One 
                         day you're rich as an Arab, the next 
                         you're lucky if you can afford a god 
                         damn can of pistachio nuts.

               Wills wanders over to the mantel where FAMILY PHOTOS sit in 
               tarnished antique silver frames. He picks up a photograph of 
               a YOUNG GIRL in TENNIS WHITES -- it's Charlotte's mother, 
               Katie.

               Wills' face is suffused with tenderness as he studies it. 
               Dolores walks over and looks --

                                     DOLLY
                         How about that, huh? That was the 
                         summer you two --

                                     WILLS
                         I know.

                                     DOLLY
                         Who'd have guessed what time had in 
                         store for her, huh? Look at that 
                         smile.

               Eyes moistening, Dolores crosses to her armchair. Her tone 
               is slightly bitter --

                                     DOLLY
                         Then again, time loves some people. 
                         Like you, for instance. Oh, time's 
                         just wild about you.

               She plops down unsteadily and reaches for her cigarettes --

                                     DOLLY
                         Just as handsome and charming as 
                         ever. And still up to the same old 
                         tricks.

               Wills sets the photo back on the mantel --

                                     WILLS
                         What do you mean?

                                     DOLLY
                         First time you came to pick up Katie, 
                         you brought me flowers. Just like 
                         those.
                              (to herself)
                         Flower the mother; then deflower the 
                         daughter. But Katie was too smart 
                         for you...

                                     WILLS
                         Dolly, look --

                                     DOLLY
                              (abruptly)
                         Aw, why the hell don't you leave her 
                         alone? Christ, she's sick!

               But before Wills can answer, they hear footsteps on the 
               stairs. Neither moves.

               Charlotte enters, wearing a peasant dress and felt hat, 
               looking pretty, pale, and excited.

               Wills and Dolores slowly turn. They smile at her, then 
               exchange a quick glance. Charlotte catches it and becomes 
               self-conscious --

                                     CHARLOTTE
                         What? What's wrong?

                                     DOLLY
                         You look like your mom is all.

               Charlotte looks to Wills to see if that's, indeed, what he 
               was thinking. He nods his agreement. She is pleased.

               EXT. GREENWICH VILLAGE STREET -- MINUTES LATER

               Charlotte, full of energy, hauls Wills down the block by the 
               hand.

                                     WILLS
                         What do you mean, you knew?

                                     CHARLOTTE
                         I did! I just didn't think it would 
                         take so long!

                                     WILLS
                         Two days is long?

                                     CHARLOTTE
                         It is when you're sitting by the 
                         phone. You wanna know how I knew?

                                     WILLS
                         You're psychic?

                                     CHARLOTTE
                         I am, but no -- it's because of my 
                         birthday wish.

                                     WILLS
                         But we hadn't even been introduced 
                         yet.

                                     CHARLOTTE
                         I know, but I wished that whatever 
                         happened... you know, with my 
                         illness... I'd go out with a bang. 
                         Nothing heavy. No violins. No 
                         melodrama. Just fun. A total 
                         adventure!

               Charlotte jumps off the curb.

                                     WILLS
                         CAREFUL!

               He yanks her back just as a TAXI, horn blaring, SPEEDS PAST, 
               nearly hitting her.

               For a moment, they both stand there, hearts pounding, 
               breathing hard. Then Charlotte looks back at him and grins --

                                     CHARLOTTE
                         Wow, it's getting exciting already.

               EXT. WASHINGTON SQUARE PARK -- AFTERNOON

               Under a perfect blue sky, the park swarms with autumn 
               celebrants. Charlotte and Wills move together down a walkway.

               Half-joyously and half comically, Charlotte addresses the 
               heavens with grand theatricality --

                                     CHARLOTTE
                         "Lord, I do fear 
                         Thou'st made the world too beautiful 
                         this year! 
                         My soul is all but out of me, -- let 
                         fall 
                         No burning leaf; prithee, let no 
                         bird call!"

                                     WILLS
                         We could go to a museum.

                                     CHARLOTTE
                         No, that would be a thing! I don't 
                         want to do any thing today. I want 
                         to do no thing all day.

                                     WILLS
                         Nothing at all?

                                     CHARLOTTE
                         Uh-huh. No thing at all.

                                     WILLS
                         So a movie is out.

                                     CHARLOTTE
                         Way out!

                                     WILLS
                         Ice cream at the Plaza? High tea at 
                         the Palace?

                                     CHARLOTTE
                         Both out.

                                     WILLS
                         What about shopping?

               She considers for a few moments --

                                     CHARLOTTE
                         Possible.

                                     WILLS
                         It's not a thing?

                                     CHARLOTTE
                         Only when I have money.

               EXT. FIFTH AVENUE IN THE 50'S -- AFTERNOON

               The sidewalk swarms with pedestrians. Wills and Charlotte 
               emerge empty-handed from the revolving door of a department 
               store --

                                     WILLS
                         But all I gave you was champagne. 
                         That's not a proper birthday present.

                                     CHARLOTTE
                         I agree, and I promise I'll let you 
                         give me something else, but not today.

                                     WILLS
                         When?

                                     CHARLOTTE
                         Soon. But I'm warning you, it's not 
                         going to be anything material.

                                     WILLS
                         Why not?
                              (then solemnly)
                         Oh, I see... because you're sick. 
                         Because --

                                     CHARLOTTE
                         That's right, but we're not gonna 
                         talk about that.

                                     WILLS
                         How come?

                                     CHARLOTTE
                         Because it's my rule.

                                     WILLS
                         Any particular reason?

                                     CHARLOTTE
                         Yeah, because everybody always wants 
                         to talk about miracles, or about 
                         some genius quack-doctor, or their 
                         friend's friend who went into 
                         remission eating nothing but sunflower 
                         seeds. It's boring and pointless.

                                     WILLS
                         Are you sure? I mean, there are 
                         specialists who --

                                     CHARLOTTE
                         Don't start, okay?
                              (abruptly)
                         Now what I would enjoy is taking you 
                         shopping. For clothes. I'm serious. 
                         It's quality not quantity, you know.

               INT. BARNEY'S MEN'S DEPARTMENT -- AFTERNOON

               Wills sits in a chair while Charlotte looks through silk 
               scarves --

                                     CHARLOTTE
                         At work you should look perfect, but 
                         in everyday life you need to delight 
                         in disorder more. Don't you know? "A 
                         sweet disorder in the dress kindles 
                         in clothes a wantonness."

                                     WILLS
                         I think that goes without saying.

                                     CHARLOTTE
                         It was true when that poem was written 
                         three hundred years ago and it's 
                         true today. Wouldn't it be fun to 
                         look wanton occasionally?

                                     WILLS
                         It's been a lifelong dream of mine. 
                         But will a scarf do it?

                                     CHARLOTTE
                         Totally. Accessories rule. But we 
                         have to be careful. I don't want you 
                         looking too young. Nothing's worse 
                         than an old guy trying to look young.

                                     WILLS
                         Good advice. I'll remember that for 
                         when I get old.

                                     CHARLOTTE
                         You know what I meant.

                                     WILLS
                         That I'm old.

                                     CHARLOTTE
                         Uh-huh.

               INT. BARNEY'S LOBBY -- LATER

               Wills walks a little self-consciously. He wears around his 
               shoulders a sloppily draped wrinkly silk scarf.

               He walks past OTHER SHOPPERS. Among a GROUP OF WOMEN walking 
               past him FIND CHARLOTTE who subtly checks him out as though 
               he were a stranger.

               As she passes by, she gives him a sexy look, then, not very 
               subtly, she spins around to look at his ass.

               Finally, she breaks character, runs after him, and throws 
               her arms around his neck from behind.

                                     CHARLOTTE
                         Perfectly imperfect!

               Laughing, he holds her hands and hauls her on his back to 
               the door.

               INT. ITALIAN RESTAURANT -- NIGHT

               Wills and Charlotte are in the middle of a candlelight dinner. 
               Wills refills her wine glass --

                                     WILLS
                         I don't know why, but for some odd 
                         reason, I feel absolutely compelled 
                         to tell you the truth about this... 
                         even at the risk of --

                                     CHARLOTTE
                         Hey, you're giving me the creeps. 
                         Just spit it out.

               Wills holds his breath for a moment, then exhales and says 
               it --

                                     WILLS
                         I never had a date for the benefit. 
                         My plan from the beginning was for 
                         you to come with me.

               Charlotte sets down her wine glass as she pieces it together --

                                     CHARLOTTE
                         So I made the hat for myself?
                              (He nods.)
                         And you bought that dress for me?
                              (He nods.)
                         And you did all this just so you 
                         could sleep with me?
                              (He nods.)
                         Why? I mean, why me?

               Wills settles himself, then, meeting her eyes, speaks softly --

                                     WILLS
                         The eulogy you gave at Ella's service 
                         was so... impressive. You spoke about 
                         her death... about loss... in a way 
                         that I could never have done. You 
                         understood life emotionally in a way 
                         that I didn't. Whatever that 
                         understanding was, I wanted to get 
                         close to it.

                                     CHARLOTTE
                         And sex seemed like the best way to 
                         do it.

                                     WILLS
                         And the most enjoyable, yeah.

               Charlotte sips her wine and considers. Then she sets down 
               her glass --

                                     CHARLOTTE
                         Well, first of all, let me say, you 
                         have great taste because that little 
                         Dolce & Gabbana was to die for.

                                     WILLS
                         Thanks.

                                     CHARLOTTE
                         And, second, don't ever lie to me 
                         again.

                                     WILLS
                         All right.

                                     CHARLOTTE
                         Seriously. There isn't a lie in the 
                         whole world I'd rather hear than the 
                         truth.

               Wills stares at her solemnly. Her expression just as somber, 
               she lifts a hand and points to her lips. He leans forward to 
               kiss her.

               INT. WILLS' BEDROOM -- NIGHT

               Wills and Charlotte, kissing deeply, tumble fully clothed 
               onto the bed. As their passion builds, Wills reaches for the 
               bedside lamp.

               Charlotte watches curiously, thoughtfully, as he pulls the 
               cord, plunging the room into UTTER DARKNESS.

               MUSIC UP: A SEQUENCE BEGINS

               -- Savoring the last sunny days of autumn, Wills and Charlotte 
               walk across the green of Central Park, which swarms with 
               happy, healthy teenagers.

               -- At night, Wills and John and his wife Sarah sit in box 
               seats at Yankee Stadium watching the play-offs. Bernie 
               Williams hits a colossal shot. The crowd jumps to its feet. 
               As the ball flies over the right field wall, we see that 
               Charlotte sits next to Wills, munching a hotdog, her nose 
               buried in a book, utterly uninterested.

               -- In Elysium's kitchen, Wills watches on as Charlotte, 
               wearing an apron over her clothes, prepares bisque under the 
               approving eye of the CHEF. She quickly and expertly pours a 
               cup of cream and a cup of broth into a large blender. Then 
               she dumps in lobster meat and adds some saffron. Just when 
               she, with a dramatic flourish, is about to hit the start 
               button, Wills INTERRUPTS and puts the lid on the blender.

               -- One morning, Charlotte sits up in bed doing the Sunday 
               New York Times crossword puzzle. Olivia sits on the chair 
               next to the bed, chatting and laughing with her. Wills enters, 
               carrying a silver tray laden with breakfast. Olivia looks up 
               and gestures haughtily for him to set it down, as though he 
               were the housekeeper.

               -- At the Metropolitan Museum of Art, Wills and Charlotte 
               wander amid the shadows of Egyptian ruins.

               MUSIC OUT.

               INT. METROPOLITAN MUSEUM LOBBY -- LATER

               Flipping through a stack of postcards he has just purchased, 
               Wills waits for Charlotte to come out of the ladies room.

               He idly glances up as a STREAM OF TOURISTS moves past. He is 
               about to look away when his eye catches someone.

               It is Lisa, the young woman who spoke to Charlotte at the 
               benefit. Around her neck she wears a chain bearing a Met 
               employee photograph I.D. She carries a take-out coffee.

               Wills FOLLOWS HER, agitated and curious.

               He sees her pass through a set of glass doors into the Watson 
               Research Library.

               He hurries over to the doors just in time to see her disappear 
               behind a bank of card catalogues.

               Wills notices a sign at the door that forbids entry to the 
               public. He hesitates, then enters.

               He speaks to the first person he sees -- a ROTUND FEMALE 
               LIBRARIAN IN HER 60'S. He stops and asks a question about 
               Lisa. She nods.

               Wills is shaken by the answer. He stares into the middle 
               distance, wondering what to do, his mind racing.

               The librarian, a little nervous now, reminds him that he is 
               not allowed in the library. He snaps to, thanks her, and 
               moves away.

               But then he stops, takes out a BUSINESS CARD, and returns to 
               the librarian. He is about to hand it to her, but then he 
               thinks better of it.

               Flustered, he thanks her again and exits. The librarian looks 
               after him, confused and a little apprehensive.

               INT. HALLWAY OUTSIDE THE LIBRARY -- SAME

               Wills sees Charlotte at the end of the hall looking around 
               for him. When she spots him, her face brightens. She calls 
               out facetiously as she walks to him --

                                     CHARLOTTE
                         I thought I told you to wait right 
                         there!

                                     WILLS
                         I got restless.

                                     CHARLOTTE
                         Well, I hope you didn't talk to 
                         anybody!

                                     WILLS
                         Not a soul.

               INT. WILLS' BEDROOM -- NIGHT

               Wills and Charlotte stand, disrobing in the near-total 
               darkness. They converse in whispers, between kisses --

                                     CHARLOTTE
                         You know what would scare me right 
                         now?

                                     WILLS
                         What?

               Charlotte moves slowly through the darkness.

                                     CHARLOTTE
                         This.

               She yanks a cord by the window. The BLIND OPENS and the room 
               is flooded with MOONLIGHT. The room is still dark, but she 
               is far more clearly visible.

               Her dress is unbuttoned down the front. She walks back to 
               him and stops about five feet away.

               She releases the last buttons on her dress, then slides it 
               off her shoulders to the floor. She wears only her underwear. 
               She crosses her arms over her breasts, and smiles --

                                     CHARLOTTE
                         Have I told you my latest motto?

                                     WILLS
                         No.

                                     CHARLOTTE
                         If it's scary, do it.

                                     WILLS
                         I'm not sure I like that motto.

                                     CHARLOTTE
                         I'm not sure that matters.

               She closes her eyes, takes a deep breath, then slips off her 
               underwear. She drops her arms to her side.

               She stands before him entirely naked.

               Her self-consciousness is excruciating but she is determined 
               to endure it. Finally, she opens her eyes and smiles with a 
               hint of pride.

               Wills' eyes widen as he takes her in. He crosses to her and 
               lays his hands on her hips. He kisses her neck.

               As their breathing quickens, she begins to unbutton his shirt 
               and pull it free of his pants.

               He takes hold of her hands, stopping her, and starts to ease 
               her toward the bed. She resists. Wills falters and she 
               realizes something.

                                     CHARLOTTE
                         Oh my God.

                                     WILLS
                         What?

                                     CHARLOTTE
                         You're scared, too.

               From his expression, she knows she is right.

                                     CHARLOTTE
                         Your turn.

               For the first time since we've met him, Wills is utterly at 
               a loss. But he sees that Charlotte has no intention of backing 
               down.

               He begins to undress. His hands are uncertain as he untucks 
               his shirt and unbuckles his belt. When he is finished 
               undressing, he turns to face her, his arms at his side.

               Although we cannot see him in the moonlight and shadows, 
               Charlotte can. She looks down at his naked body and studies 
               it. He stares back with shy wariness.

               Then she breaks into a crooked grin --

                                     CHARLOTTE
                         What's the matter, old man? Can't 
                         afford a gym?

                                     WILLS
                         That's it!

               Laughing, he grabs her wrists and throws her on the bed. She 
               dissolves into paroxysms of laughter.

               INT. WILLS BEDROOM -- LATER

               Wills and Charlotte make love. As their passion builds, 
               Charlotte is suddenly stabbed with a pain in her chest.

               She grabs his back, her face twists. She holds her breath, 
               not wanting to reveal the incident to Wills. She closes her 
               eyes and exhales as the pain subsides.

               INT. WILLS' BEDROOM -- LATER

               Wills and Charlotte lie in bed with the blinds open and the 
               city glimmering in the distance.

               Charlotte's head rests on his chest. Eyes closed, he brushes 
               his hand along her face as though he were a blind man 
               committing every detail to memory.

               Charlotte's voice, almost inaudible, drifts up through the 
               dark --

                                     CHARLOTTE
                         "Counting the beats, 
                         Counting the slow heart beats, 
                         The bleeding to death of time 
                         In slow heart beats, 
                         Wakeful they lie."

               Wills, half-asleep, murmurs deeply --

                                     WILLS
                         So many words in that wonderful head 
                         of yours...

                                     CHARLOTTE
                         If I could give you anything in the 
                         whole world, that's what it would 
                         be.

                                     WILLS
                         Words?

                                     CHARLOTTE
                         Poetry.

               They lie in silence.

               EXT. CENTRAL PARK WEST -- LATE AFTERNOON

               Dusk falls on the park. Charlotte, red-cheeked and happy, 
               carrying shopping bags, walks into a brisk autumn breeze.

               She smiles at a BUNCH OF SCHOOL KIDS, dressed in HALLOWEEN 
               COSTUMES, being led on their trick or treating.

               INT. ELYSIUM REAR OFFICE -- AFTERNOON

               Wills sits at a desk, reading the newspaper. John, inspecting 
               a KING HENRY VIII COSTUME on a hanger, shouts into the 
               telephone --

                                     JOHN
                         Oh no, your boy made it! At ten 
                         minutes before close! All night I 
                         got a card announcing a halibut 
                         special, only I got no halibut! Now 
                         it's Sunday and I got three dozen 
                         cats lickin' their chops in the alley! 
                         Tony, I don't wanna hear it! I don't 
                         wanna hear it! I don't wanna -- MAN, 
                         GO TO HELL!

               He slams down the phone. His face is beet red. Wills looks 
               up calmly from his paper --

                                     WILLS
                         Are you familiar with the phrase, 
                         "You can catch more flies with honey 
                         than with vinegar?"

                                     JOHN
                         Are you familiar with the phrase, 
                         "Mind your own god damn business?"

                                     WILLS
                         Sure, it's from Poor Richard's 
                         Almanac. But the last time I checked --

                                     JOHN
                         No, your business is to smile, make 
                         friends, and get rich! My business 
                         is the business.

               John heads out, then stops abruptly and looks back. His tone 
               is suddenly calm and curious --

                                     JOHN
                         What're you doin' here, anyway? You 
                         got a girl. Go home. Carve a pumpkin.

                                     WILLS
                         We can't spend every waking moment 
                         together.

               John looks at him strangely, with a hint of suspicion --

                                     JOHN
                         Why not?
                              (pause)
                         No, seriously. Why not?

               Wills has no answer. John moves closer when Celia, his new 
               assistant, enters cheerily --

                                     CELIA
                         Special delivery!

               She tosses him a paper bag; he catches it.

                                     WILLS
                         No trouble?

                                     CELIA
                         None.

               Wills removes a PAIR OF RED PLASTIC HORNS. John shakes his 
               head with disbelief.

                                     JOHN
                         Every year. You got no imagination.

                                     WILLS
                         It's a classic. A little spirit gum 
                         and voila!

               He holds the horns up to his forehead.

                                     WILLS
                         -- young women are rendered helpless.

                                     CELIA
                         It's true. I see a guy with horns 
                         growing out of his head and my knees 
                         go weak.

                                     WILLS
                         Of course -- it's biological.

               They share a laugh. A flirtatious charge passes between them. 
               She blushes slightly and exits. John looks suspiciously at 
               Wills.

                                     JOHN
                         What's goin' on?

                                     WILLS
                         What do you mean?

                                     JOHN
                         At home.

               Wills smiles at him as though he were insane --

                                     WILLS
                         Nothing. Honestly. We're having a 
                         lot of fun. We're very happy.

               From the next scene, we hear Charlotte laughing --

                                     CHARLOTTE'S VOICE
                         Don't come in! Don't!

               INT. WILLS' LIVING ROOM -- AFTERNOON

               A fire burns in the fireplace. Still wearing his coat, wills 
               stands by the mantel, sorting through a stack of mail --

                                     WILLS
                         I'm not even tempted!

                                     CHARLOTTE'S VOICE
                              (from another room)
                         I'll be right out!

               Olivia enters with a steamy mug --

                                     OLIVIA
                         You like hot cider?

                                     WILLS
                         Sure, thanks.

               She carefully takes his coat off him as he sips the cider --

                                     WILLS
                         Mmmm.

                                     OLIVIA
                         Charlotte made it. I just poured it 
                         in the cup.

               She exits. As Wills sips the drink, he sits on the leather 
               sofa and continues to glance through his mail.

               Suddenly, shocked, he stops on a letter. He sets his mug 
               down. He hears Charlotte making noise in the next room. He 
               opens the letter and begins to read.

               His eyes dart down the page, but he quickly sees that the 
               letter is not friendly. His face shows disappointment.

               He hears footsteps in the hall. He folds the letter up, slips 
               it back into its envelope, and jams it in his back pocket.

               Charlotte enters and throws her hands out to her side --

                                     CHARLOTTE
                         Ta-da!

               She stands before him, dressed in a WHITE SPINSTERLY VICTORIAN 
               OUTFIT with braids coiled at her ears. Wills smiles with 
               appreciation --

                                     WILLS
                         Incredible.

                                     CHARLOTTE
                         Don't I look just like her?

                                     WILLS
                         Absolutely incredible.

               Pause.

                                     CHARLOTTE
                         You have no idea who I am.

                                     WILLS
                         Give me a hint.

                                     CHARLOTTE
                         "Hope is the thing with feathers 
                         that perches in the soul."

                                     WILLS
                         Was that the hint?

                                     CHARLOTTE
                         You dummy! Emily Dickinson! Only the 
                         greatest American female poet ever!

               She hugs and kisses him --

                                     CHARLOTTE
                         Uncultured swine.

                                     WILLS
                         The truth is out. I've lost you 
                         forever.

                                     CHARLOTTE
                         Wanna bet?

               She lays her head on his chest, smiling contentedly. A subtle 
               shadow of apprehension passes over Wills' features. Eyes 
               closed, she asks --

                                     CHARLOTTE
                         When do I get to see your costume?

               EXT. BROOKLYN BROWNSTONE -- ESTABLISHING -- NIGHT

               A cardboard ghost hangs on the door. A Jack-o'-lantern grins 
               in the window. A HALLOWEEN PARTY is in full swing.

               INT. BROOKLYN LIVING ROOM -- SAME

               John's wife, Sarah, dressed as QUEEN ELIZABETH, walks through 
               the crowd, picking up empty glasses and bottles.

               As she moves among COSTUMED GUESTS and their CHILDREN, we 
               notice a few of Elysium's customers and staff, including 
               Celia, dressed as GLINDA, talking to the maitre d', Jesus, 
               dressed as a COWBOY --

                                     JESUS
                         No, I think we make a great couple. 
                         A good witch and a bad hombre. That 
                         could make for some very interesting 
                         sex.

               Celia laughs.

               INT. BROOKLYN KITCHEN -- CONTINUOUS

               Wills stands off to the side, wearing his devil's horns, 
               sipping a drink, watching an EIGHT-YEAR-OLD BOY bob for 
               apples, while other BOYS and GIRLS cheer him on.

               John, wearing his king costume, supervises, as the boy, wildly 
               sputtering, struggles to bite into a renegade Granny Smith.

                                     JOHN
                         O, Ricky, chill out! You're gonna 
                         get snot in the water!

               The boy laughs even harder. John facetiously grabs his collar --

                                     JOHN
                         That's it -- outta the pool!

               The boy, choking with laughter, plunges his face into the 
               water again. Sarah enters and calls out over the din --

                                     SARAH
                         Where're the girls? I thought you 
                         were tucking them in!

                                     JOHN
                         We got a volunteer!

               Sarah, smiling curiously, heads to the back stairwell.

               She sees Wills standing there. Watching the kids, his eyes 
               are filled with the same sort of wistful yearning that she 
               noticed at the toy store --

               She gives him an affectionate poke in the stomach as she 
               passes by and disappears upstairs.

               Finally, the boy grabs the apple in his teeth and lifts his 
               soaked head to the cheers of his friends.

               Then he grabs it out of his mouth and begins taking big bites 
               out of it until he uncovers a SILVER DOLLAR.

               Wills laughs at the kids' excitement. A moment later a WOMAN'S 
               GLOVED HANDS cover his eyes.

                                     WOMAN
                         Guess who?

               Wills feels her LONG GLOVES.

                                     WILLS
                         Wonder Woman?

                                     WOMAN
                         No.

                                     WILLS
                         Batgirl?

                                     WOMAN
                         I'll give you a hint. You dumped me.

                                     WILLS
                         Princess Di?

               She laughs and playfully strangles him.

                                     WILLS
                         Wendy?

               He turns and sees that it's the woman from the film's opening, 
               dressed as HOLLY GOLIGHTLY.

                                     WILLS
                         Yup, I'd know that throttle anywhere!

               INT. BROOKLYN SECOND-FLOOR HALLWAY -- SAME

               Sarah stops silently at an AJAR DOOR and looks inside. 
               Charlotte sits on a bed between the twin girls who are nestled 
               up against her --

                                     MOLLY
                         Just one more.

                                     CARLA
                         Please?

                                     CHARLOTTE
                         All right, but this is the last last 
                         one!

               She clears her throat and settles herself. The twins listen 
               with rapt attention as she recites from memory, slowly as 
               though it were a suspenseful bedtime story --

                                     CHARLOTTE
                         "Because I could not stop for Death, 
                         He kindly stopped for me; 
                         The carriage held but just ourselves 
                         And Immortality. 
                         We slowly drove, he knew no haste, 
                         And I had put away 
                         My labor, and my leisure too, 
                         For his civility."

               Charlotte looks up and sees Sarah, who face is beaming with 
               affection. They share a smile and Charlotte keeps reciting --

                                     CHARLOTTE
                         "We passed the school where children 
                         played 
                         At wrestling in a ring; 
                         We passed the fields of grazing grain, 
                         We passed the setting sun."

               Sarah eases the door shut and steps away.

               INT. BROOKLYN LIVING ROOM -- HOUR LATER

               THE CAMERA makes a CIRCUIT of the THINNING CROWD. Sarah blows 
               out candles, dumps ash trays, and collects empties.

               Charlotte, rubbing a knuckle into her sleepy eye, descends 
               the stairs. She sees Celia talking to Jesus, and walks over 
               to them --

                                     CELIA
                         Sweet dreams?

                                     CHARLOTTE
                         I had no idea I was so tired.

                                     SARAH
                              (from across the room)
                         They're down?

                                     CHARLOTTE
                         And out.
                              (looking around)
                         Where's Lucifer?

                                     JESUS
                              (jokingly)
                         Last time I saw him, he was in the 
                         kitchen going pretty heavily with 
                         Holly Golightly.

                                     CELIA
                         Hey, no gossip! Holly's a valued 
                         customer.

               Charlotte pretends to be fighting mad --

                                     CHARLOTTE
                         Lemme at 'er!

                                     JESUS
                         Hell hath no fury like a recluse 
                         scorned.

               Charlotte laughs and heads to the kitchen.

               INT. BROOKLYN KITCHEN -- SAME

               John wipes down the table which is littered with bits of 
               apple.

                                     CHARLOTTE
                         Hey, shouldn't one of your minions 
                         be doing that?

                                     JOHN
                         You know, in my day, you bobbed for 
                         the apple, and, sure, maybe there 
                         was a nickel inside it and that was 
                         sweet -- but you ate the god damn 
                         apple! These little animals grab the 
                         coin and they're out the door!

                                     CHARLOTTE
                         -- off to buy crack!

                                     JOHN
                         Exactly my point.

               They share a laugh.

                                     CHARLOTTE
                         Seen Beelzebub around?

                                     JOHN
                         The Prince of Darkness?

                                     CHARLOTTE
                         Uh-huh.

                                     JOHN
                         Yeah, he went upstairs.

               Charlotte is puzzled.

               INT. BROOKLYN SECOND-FLOOR HALLWAY -- LATER

               Charlotte walks down the hall, opening doors and glancing 
               inside. She opens a bathroom and THREE CATS dash out.

                                     CHARLOTTE
                         Shit.

               She gets to the end of the hall and is about to give up. 
               When she hears FOOTSTEPS.

               She walks around the corner and sees a NARROW STAIRCASE 
               leading to the third floor.

               At the dark at the top of the stairs Wills and Wendy appear. 
               Charlotte smiles --

                                     CHARLOTTE
                         You lost your horns.

                                     WILLS
                         Hey, looking for me?

                                     CHARLOTTE
                         Uh-huh.

                                     WILLS
                         We were checking out the roof. John's 
                         got quite a set-up.

               They arrive at the bottom of the stairs.

                                     WILLS
                         Wendy, this is Charlotte Fielding. 
                         Charlotte -- my friend Wendy Lister.

               They smile and shake hands. Charlotte looks at them both 
               carefully for any sign of uneasiness. There is none.

                                     WENDY
                         Actually, I saw you at that memorial 
                         service in Connecticut. Your eulogy 
                         was beautiful.

                                     CHARLOTTE
                         Thank you.

                                     WENDY
                              (re: her outfit)
                         Betsy Ross, right?

                                     CHARLOTTE
                         You guessed it.

               Wills smiles and rubs his hands together --

                                     WILLS
                         Is the party over?

               EXT. BROOKLYN BRIDGE -- NIGHT

               A TOWN CAR speeds toward Manhattan.

               INT. TOWN CAR -- SAME

               Wills and Charlotte stare straight ahead, each lost in 
               thought. The lights of the city illuminate their faces in 
               eerie flashes.

               Finally, Wills glances over and smiles --

                                     WILLS
                         I have a strange feeling that you're 
                         upset with me.

                                     CHARLOTTE
                         No, I was just wondering if you had 
                         sex with that woman.

                                     WILLS
                         Ever?

                                     CHARLOTTE
                         No, the answer to that's pretty 
                         obvious. I meant tonight. On the 
                         roof.

               Wills breaks into a grin --

                                     WILLS
                         You're not serious.

               Wills laughs to himself, then glances up and sees the 
               reflection of the driver's amused eyes in the rearview mirror. 
               Wills smiles back at Charlotte --

                                     WILLS
                         Of course not. Why would I want to 
                         do something like that?

                                     CHARLOTTE
                         That's what I was wondering. I 
                         thought, "We're so happy he'd have 
                         no reason to do it. And if he did do 
                         it, he'd at least look guilty, 
                         wouldn't he? But he doesn't. He looks 
                         more relaxed than before the party 
                         started."

                                     WILLS
                         Well, there you have it.

                                     CHARLOTTE
                         But then I thought, "He's a womanizer -- 
                         that's what they say." Funny word, 
                         huh? Sounds like some sorta machine. 
                         "And how do you get to be a womanizer? 
                         Obviously by sleeping with lots of 
                         different women for no good reason 
                         and being really good at lying about 
                         it."

                                     WILLS
                         Sure, except that --

                                     CHARLOTTE
                         Let me finish.

               Again, Wills looks up at the driver's eyes in the mirror. 
               They seem more serious now.

                                     CHARLOTTE
                         Anyway, there's something about being 
                         sick right here --

               She touches her own chest. Her voice trembles slightly --

                                     CHARLOTTE
                         -- that has made me acutely aware of 
                         my heart. Nothing corny -- I mean, 
                         literally... I feel every beat. I 
                         know how sensitive it is. It reacts 
                         to everything.

               She turns in her seat and lifts an OPEN PALM.

                                     CHARLOTTE
                         If you're lying to me, I'll know it.
                              (beat)
                         Did you have sex with Wendy on the 
                         roof?

               He smiles at her as though he were indulging a child. She 
               looks him deeply in the eye and opens a button of his shirt.

               She slips her palm inside, over his heart.

               Still smiling, he doesn't move a muscle.

               Their eyes are locked.

               Ever so slowly, her face crumples and tears appear in her 
               eyes. She shakes her head --

                                     CHARLOTTE
                         My God... oh my God.

               She slides away from him, drops her face into her hands, and 
               begins to cry. Wills looks down, then glances up at the 
               rearview mirror.

               Illuminated in flashes, the driver's eyes have taken on an 
               ominous, unblinking quality as though they were the outward 
               embodiment of his own conscience.

               Wills looks out the window. When he finally speaks, his voice 
               is calm and a little cold --

                                     WILLS
                         Look, I never pretended to be anything 
                         other than --

                                     CHARLOTTE
                              (a piteous cry)
                         You hate yourself so much!

               Wills is stunned. He looks out the window, speechless, his 
               eyes small and frightened.

               EXT. CHARLOTTE'S BROWNSTONE -- NIGHT

               The town car is stopped at the curb, motor running, lights 
               on.

               INT. TOWN CAR -- SAME

               Charlotte and Wills sit in silence --

                                     WILLS
                         This was all a mistake. Right from 
                         the start. All of it. I'm a grown 
                         man and you're a child.
                              (beat)
                         Anyway, you have better things to do 
                         with your last -- With your time 
                         than spend it with me.

                                     CHARLOTTE
                              (distantly)
                         What about you? Do you have anything 
                         better?

               Wills has no answer. Charlotte slowly gets out of the car. 
               She leans back in, her eyes narrow with disdain --

                                     CHARLOTTE
                         You know, maybe you're right. Maybe 
                         this is the best time to end it. 
                         Because I was actually starting to 
                         love you, Wills, and that's the last 
                         thing I ever wanted.

               She shuts the door.

               INT. BROWNSTONE FOYER -- NIGHT

               As Charlotte enters, we hear Wills' cab pull away. She moves 
               to the stairs and sees a LIGHT shining beneath the living 
               room door.

               INT. BROWNSTONE LIVING ROOM -- SAME

               Dolores sits watching an old movie, her eyes dulled by a 
               cataract of boozy fatigue. The door opens. She looks up and 
               sees Charlotte in costume.

                                     DOLLY
                         Well, if it ain't the Belle of 
                         Amherst.

               Charlotte smiles feebly and plops down on the cracked leather 
               ottoman. She looks blankly at the TV. She sniffles and wipes 
               a hand across her nose. Dolores glances over, then back at 
               the set.

                                     DOLLY
                         Seen that face before.

                                     CHARLOTTE
                         You have?

                                     DOLLY
                         And for the same god damn reason.

               Charlotte is confused, but then puts it together --

                                     CHARLOTTE
                         But you said Wills and my Mom were 
                         just friends.

                                     DOLLY
                         Sure, but she was nuts about him. 
                         The only reason she didn't sleep 
                         with him is 'cause she was 
                         sentimental. And smart. She wanted a 
                         ring first.

                                     CHARLOTTE
                         Why didn't he give her one?

                                     DOLLY
                         'Cause he knocked up little Millie 
                         Tyler instead. In Newport. At Bailey's 
                         Beach. During the Labor Day clam 
                         bake.

               She chuckles grimly, coughs, and sips her drink.

                                     DOLLY
                         Millie was your mom's best friend 
                         from Nightingale. You had to hand it 
                         to him. He sure knew how to make a 
                         point.

               She coughs again. Charlotte struggles to make sense of it 
               all.

                                     CHARLOTTE
                         Why did he do that?

                                     DOLLY
                         Aw, who the hell knows? 'Cause the 
                         moon was full. 'Cause life's short. 
                         'Cause he's Wills Keane. I'll tell 
                         you a little secret -- after that, 
                         your Mom hated his guts, but your 
                         dad never made her smile like he 
                         did.
                              (pause)
                         'Course your dad never made her cry 
                         like that either.

                                     CHARLOTTE
                              (softly)
                         Why didn't you tell me any of this 
                         before?

                                     DOLLY
                         Oh, I dunno...

                                     CHARLOTTE
                         You never talk to me! You never try 
                         to help me!

               Dolores' eyes grow nervous. She swallows hard.

                                     DOLLY
                         Christ, look at me. I'm gonna tell 
                         you what to do?

                                     CHARLOTTE
                         Yes! You're my family. You're supposed 
                         to take care of me.

                                     DOLLY
                         Aw, you wouldn't listen. That's the 
                         thing about people -- they just do 
                         what they want from the day they're 
                         born till the day they die.

               She realizes her poor choice of words. She looks over and 
               their eyes collide. Charlotte begins to cry --

                                     CHARLOTTE
                         No, that's you, Dolly! People who 
                         have given up don't listen to other 
                         people! People who want to die close 
                         off! That's not me! I wanted your 
                         help! I wanted to learn!

               Charlotte drops her head dejectedly.

                                     CHARLOTTE
                         Anything... anything you would ever 
                         have told me, I would have listened 
                         to! I promise.

                                     DOLLY
                              (fighting tears)
                         Aw, come on, honey. I can throw a 
                         party and I can mix a gimlet. After 
                         that, what the fuck do I know?

               She rises, gives Charlotte a nervous, awkward pat on the 
               shoulder, then crosses over to the bar.

               INT. WILLS' LIVING ROOM -- NIGHT

               Wills stands in the center of the room, looking around 
               blankly. He disappears into the bedroom.

               INT. WILLS' BEDROOM -- CONTINUOUS

               Wills enters and sees some of Charlotte's clothes folded 
               neatly on the bed. A LITERARY ANTHOLOGY lies open, showing a 
               DRAWING OF EMILY DICKINSON.

               He grabs the clothes and the book and puts them in a SHOPPING 
               BAG that she has left on the floor.

               Then he walks into the bathroom. We see him gathering BEAUTY 
               PRODUCTS off the sink. He walks back in and sets them into 
               the shopping bag.

               He looks around and spots a nearly completed crossword puzzle 
               sitting folded on the dresser. He drops that in the shopping 
               bag, too, then sets it by the door.

               He feels a draft and spots an OPEN WINDOW. As he crosses to 
               it, he notices something on his pillow. A blank ENVELOPE. He 
               picks it up and rips it open.

               It's a HALLOWEEN CARD of a grinning JACK-O-LANTERN. He opens 
               it and inside is handwritten:

               The scariest night of the year and only one thing haunts me: 
               that we might never have met.

               All my love, 
               XXX Charlotte.

               Wills lowers the card and heaves a deep breath. His jaw tight, 
               he walks over and drops the card into the shopping bag.

               INT. BROWNSTONE FOYER -- SAME

               Charlotte emerges from the living room and shuts the door 
               behind her. She climbs the stairs to her solitary bedroom.

                                                             FADE TO BLACK:

               FADE IN:

               EXT. UPPER EAST SIDE -- NIGHT

               From amid the RUSH OF TRAFFIC, a TAXI CAB breaks free and 
               glides to the curb in front of Elysium.

               Wills emerges with PATTY, 35, bosomy, bright-eyed, pitched a 
               little too loudly. Wills seems stiff and tentative, a shadow 
               of his former self.

               INT. ELYSIUM -- CONTINUOUS

               AN ELDERLY COUPLE passes them as they enter. Wills stops at 
               the coat check and helps Patty with her coat. She admires 
               the decor --

                                     PATTY
                         Oh, Wills, it's beautiful!

               Although his spirits are low, he is effortlessly cordial --

                                     WILLS
                         Thank you. It was designed by a team 
                         from --

                                     PATTY
                         So functional! Is that stainless 
                         steel?

                                     WILLS
                         Actually, no, it's velvet.

               She furrows her brow, squints, then laughs.

                                     PATTY
                         Oh, my God, it is!

               Wills hands Patty's coat to Melissa, the hat check girl, and 
               asks under his breath --

                                     WILLS
                         How are you?

               Looking at Patty, Melissa asks with deep sympathy --

                                     MELISSA
                         How are you, sir?

               Before Wills can respond, Patty takes his arm --

                                     PATTY
                         Well, if the food's even half as 
                         good as the moldings I'm in for a 
                         very special treat.

               Jesus is surprised to see that Wills is not with Charlotte --

                                     JESUS
                         Uhhh, good evening, Mr. Keane. Will 
                         you be dining with us?

                                     WILLS
                         Yes, Jesus. Table seven, if it's 
                         available.

                                     JESUS
                         Certainly, sir.

               Celia approaches, equally surprised not to see Charlotte --

                                     WILLS
                         Hello, Celia.

                                     CELIA
                              (sincerely)
                         How are you this evening, sir?

                                     WILLS
                         I've been worse.

                                     CELIA
                              (under her breath)
                         Are you sure?

               The NEW HOSTESS, Celia's replacement, arrives.

                                     JESUS
                         Table Seven.

                                     NEW HOSTESS
                         This way, please.

                                     WILLS
                              (to Patty)
                         Order a drink. I'll be right with 
                         you.

               Patty follows Celia. Wills moves to the reservation stand 
               where John stands, stone-faced, flipping through the 
               reservation book --

                                     JOHN
                         Where the hell you been?

                                     WILLS
                         Splendid, how are you?

                                     JOHN
                         Where's Charlotte?

                                     WILLS
                         Deliveries on time?

                                     JOHN
                         Who's the broad? She looks like a 
                         Holiday-Inn hooker from Ohio.

                                     WILLS
                         Keep up the good work!

               Wills walks away.

               INT. DOWNTOWN BAR -- NIGHT

               Dark, smoky, and boisterous. FIND CHARLOTTE, standing with 
               Simon. She looks around disgustedly and shouts above the 
               roar --

                                     CHARLOTTE
                         Okay, I'm chugging Scotch, gagging 
                         on smoke, and losing my hearing! Now 
                         why is this so good for me again?!

                                     SIMON
                         That's just it! The great spiritual 
                         benefit in leaving one's room is 
                         that it reminds one of how odious it 
                         is to leave one's room!

               ACROSS THE ROOM

               FOLLOW SHANNON, coming out of the ladies' room. She makes 
               her way through the crowd--

                                     SHANNON
                         Excuse me! Excuse me! Sorry! Excuse 
                         me!

                                     BOY'S VOICE
                         No problem!

               She looks up and can't believe her eyes.

               BACK TO CHARLOTTE AND SIMON

               Simon, shouting above the music, speaks with difficulty --

                                     SIMON
                         There's one thing you don't know 
                         about Mr. Keane and his adultery and 
                         as painful as it is I feel that I 
                         should tell you!

                                     CHARLOTTE
                              (alarmed)
                         What? What is it!

                                     SIMON
                         That woman on the roof? That was no 
                         ex-girlfriend! In fact, no woman at 
                         all. It was I, Simon Loring, master 
                         of disguise! Willsy and I have moved 
                         in together!

               Charlotte laughs and slaps him. Shannon approaches hauling 
               by the hand ERIC BALES, 24, small, beautiful, long-haired, 
               glasses.

                                     SHANNON
                         Look what I found!

               Charlotte can't believe it either --

                                     CHARLOTTE
                         Eric! Wow!

                                     ERIC
                         Hey, Char!

               They hug and kiss with some slight awkwardness, then shout 
               above the music --

                                     CHARLOTTE
                         God, long time no see! One night we 
                         show up to rent Eraserhead and you're 
                         just gone!

                                     ERIC
                         Sorry about that!

                                     SHANNON
                         It was such a drag! You know, having 
                         to actually start paying to rent 
                         movies!

                                     ERIC
                         I bet!

                                     CHARLOTTE
                         What's up? Ralph said you moved to 
                         Rockland County!

                                     ERIC
                         Yeah, I got a job working for my 
                         mom's new boyfriend!

                                     CHARLOTTE
                         What does he do?

                                     ERIC
                         He sells pot!

                                     SHANNON
                         Cool!

                                     ERIC
                         Not really. I was a driver! I got 
                         laid off when he got busted. He's 
                         awaiting trial!

                                     CHARLOTTE
                         So what're you doing now?

                                     ERIC
                         Same thing pretty much. Only for 
                         Domino's!

               Charlotte laughs.

                                     SHANNON
                         Whoa, I don't believe it!
                              (to Eric)
                         She hasn't laughed in like a week!

               Eric smiles quizzically at Charlotte, wondering why.

               INT. ELYSIUM -- NIGHT

               Wills sits listening to Patty talk --

                                     PATTY
                         -- so everybody on the conference 
                         call starts introducing themselves. 
                         Ned Lewey, Paris Office. Takashi 
                         Matsuo, Tokyo Office. Whoever, the 
                         London Office. And then someone says, 
                         "Will the architect from the New 
                         York office please identify himself." 
                         And I pipe up and say, "Well, guys, 
                         I'm not a him or an architect. I'm 
                         Patty Strauss and I'm head of East 
                         Coast marketing." And there's like 
                         total silence. It was hysterical!

               Wills smiles feebly. He looks away and sees John holding the 
               TELEPHONE, urgently signaling to him. Alarmed, Wills jumps 
               up --

                                     WILLS
                         I'm sorry, would you excuse me?

                                     PATTY
                         Of course.

               AT THE RESERVATION STAND

               Wills, fearing the worst, hurries to John --

                                     WILLS
                         Who is it?

                                     JOHN
                         Nobody!

               John slams down the phone, grabs him by the arm, hauls him 
               through the reception area and out the door. Patty watches, 
               confused.

               EXT. ELYSIUM -- CONTINUOUS

               John walks quickly down the block, still hauling Wills --

                                     JOHN
                         Last time I checked I was your best 
                         friend!

                                     WILLS
                         So?

                                     JOHN
                         So after the party, no thank you! I 
                         call you three times -- no call back! 
                         And for six days you don't even eat 
                         at your own god damn restaurant! 
                         What am I supposed to think? Huh?! I 
                         was ready to call the morgue!

                                     WILLS
                         Relax, I'm alive.

                                     JOHN
                         Well, you sure don't look it!

               EXT. ANOTHER BLOCK -- MINUTE LATER

               John walks as quickly as he can with Wills struggling to 
               keep up --

                                     JOHN
                         I'll tell you why it's my concern! 
                         Because I had a god damn swimming 
                         pool! An ocean view! A fabulous lemon 
                         tree hangin' right over my Jacuzzi! 
                         And I gave it up for you, brother! 
                         Back to a life of concrete and dirt 
                         and sirens just so you could get 
                         your shit together!

               EXT. ANOTHER BLOCK -- MINUTES LATER

               John, walking a little more slowly now, cannot believe his 
               ears --

                                     JOHN
                         On my roof? You gotta be kiddin'! 
                         Not on my green chair! Tell me it 
                         wasn't on the green chair.

               Wills winces.

                                     JOHN
                         Oh, great. Now how am I gonna clean 
                         that?

               EXT. ANOTHER BLOCK -- MINUTE LATER

               John walks slowly now, backward, listening to an anxious 
               Wills --

                                     WILLS
                         Look, it doesn't matter that she's 
                         sick -- she's still a kid and there's 
                         no way we should be together. It's 
                         unhealthy... it's... it's 
                         inappropriate...

                                     JOHN
                              (with disgust)
                         What the hell is that? Some sorta 
                         shrink talk?

                                     WILLS
                         Look, if she were just fun... just 
                         some sort of diversion... maybe I 
                         could justify it. But the worst part 
                         is that it's becoming more. Much 
                         more. It's embarrassing how much I 
                         like her. She gets to me. She affects 
                         me...

               He stops and leans back against a building. He looks around, 
               avoiding eye contact with John, as tears rise into his eyes.

                                     WILLS
                         And she's gonna be gone and... I'm 
                         not sure I can... I mean... I already 
                         think about her all the time...
                              (fighting tears)
                         Her smile kills me... and the 
                         thought... that it'll be gone... 
                         forever... that I'll never see her 
                         again... I don't know... I can't -- 
                         I don't think I'm that strong, Johnny. 
                         It's too much. I'd rather have it be 
                         over... over now. I'll start missing 
                         her now.

               Wills is still unable to look at him. John speaks softly --

                                     JOHN
                         Buddy, I hate to break it to you, 
                         but in the real world... where I 
                         live... there're only two kindsa 
                         love stories. Boy loses girl and 
                         girl loses boy. That's all there is. 
                         Somebody always gets left behind. 
                         You try to avoid that, you'll end up 
                         an old man toastin' yourself with 
                         egg nog in the mirror on Christmas 
                         Eve. You'll end up dying in your own 
                         arms.

               Wills lifts his frightened eyes. John pats him on the cheek.

               EXT. HIGH-RISE APARTMENT BUILDING -- NIGHT

               Wills stands with Patty in the driveway in front of the glass 
               lobby. He is distracted and terribly anxious. She looks as 
               though she expects, at the very least, a kiss --

                                     PATTY
                         Thank you so much. I had such a great 
                         time.

                                     WILLS
                         Good. I'm... I'm glad.

                                     PATTY
                         Didn't you?

                                     WILLS
                         Patty, I... I want to be honest with 
                         you... right now, from the start... 
                         so there's no room for 
                         misunderstanding. I didn't have a 
                         good time, but it's nothing personal. 
                         I just split up with someone and 
                         rather than admit to myself how much 
                         I miss her, I asked you out instead. 
                         And it's unfair. If I feel sad I 
                         should just feel sad and not try to 
                         use you... and your body... as some 
                         sort of painkiller, right?
                              (beat)
                         Anyway, I think you're a warm and 
                         engaging woman and I wish you all 
                         the best.

               Relieved to have unburdened himself of the truth, he shakes 
               her hand. Patty, utterly baffled, doesn't know what hit her.

               EXT. WILLS' BUILDING -- LATER

               The doorman Michael, smoking a cigarette, sees Wills walk 
               up, his expression pensive.

                                     MICHAEL
                         Mr. Keane --

                                     WILLS
                         Good night, Michael.

                                     MICHAEL
                         You've got a visitor.

               Wills stops and turns --

                                     WILLS
                         Who?

                                     MICHAEL
                         She's been waitin' almost an hour. 
                         In the lobby.
                              (off Wills' look)
                         A little surprise for ya.

               He winks. Wills realizes that it's Charlotte. It must be. He 
               smiles and hurries inside.

               INT. WILLS' LOBBY -- CONTINUOUS

               Wills bursts in and freezes. A WOMAN stands across the way, 
               studying an oil painting. She turns quickly. It's LISA. She 
               sees his excited expression fall. Beneath her rather composed 
               facade, Lisa is a chaos of conflicting emotions --

                                     LISA
                         Sorry to disappoint you.

                                     WILLS
                         No, no. Not at all. You surprised 
                         me, that's all. I didn't expect to 
                         see you... not here... not after 
                         your letter.

                                     LISA
                         Well, I didn't expect you to show up 
                         at my job.

                                     WILLS
                         I followed you in. I wasn't even 
                         sure it was you. All I have is an 
                         old snapshot.

                                     LISA
                         My boss thought you were a stalker.

                                     WILLS
                         I didn't mean to run off like that.

                                     LISA
                         But you did.

               An awkward silence.

                                     LISA
                         So you got my letter. What'd you do? 
                         Freak out? Burn it?

                                     WILLS
                         I saved it.

                                     LISA
                         I was just blowing off some steam, 
                         okay? I think I have the right.

                                     WILLS
                         So do I. Look, why don't we go 
                         upstairs.

                                     LISA
                              (uneasily)
                         No. I didn't plan to come. Peter... 
                         my husband... he agrees. He thinks 
                         it's a futile exercise. But it turns 
                         out I'm pregnant. Just a few months, 
                         but --

                                     WILLS
                         Lisa -- Congratulations. That's 
                         wonderful.

               His sincerity stops her. She softens slightly, mustering a 
               tiny smile --

                                     LISA
                         Thanks. Anyway, I guess it made me 
                         want to meet you. I've been a little 
                         sentimental about parent-hood.

                                     WILLS
                         Is that what you consider me?

                                     LISA
                         In a lousy absentee sorta way, sure.

               Pause.

                                     WILLS
                         How's your mom?

                                     LISA
                         Great. Nuts. She moved to Costa Rica 
                         last summer.

                                     WILLS
                         Why?

                                     LISA
                         A guy, what else? He owns a charter 
                         airline and wears sunglasses indoors. 
                         I think he might be a gunrunner.

               Wills chuckles. For the first time, Lisa relaxes enough to 
               take him in.

                                     LISA
                         You know, you're much better looking 
                         in person than in photographs. I 
                         always assumed Mom was exaggerating, 
                         but she wasn't.

                                     WILLS
                         Thanks. You're not bad looking 
                         yourself.

               Lisa smiles, and, much to her embarrassment, tears come to 
               her eyes. She shakes her head at how absurd she is, treasuring 
               kind words from a father she doesn't know.

                                     LISA
                         Anyway... I should go...

                                     WILLS
                         Already?

                                     LISA
                         I really just wanted to meet you 
                         and... maybe... I don't know...

                                     WILLS
                              (gently)
                         What is it? Tell me.

               She sniffles and looks away --

                                     LISA
                         Nothing earth-shattering. Maybe just 
                         to hear you say you were sorry.

               Silence.

                                     WILLS
                         I am. I'm very sorry.

               She stares at him long and hard, waiting for some more 
               palpable sign of remorse. It isn't forthcoming. Finally, she 
               nods.

                                     LISA
                         Okay. Thanks.

               She turns and walks away. His voice stops her --

                                     WILLS
                         Can I call you?

               She turns around, hesitates for a moment, then nods. She 
               continues to the door. But then she stops and turns --

                                     LISA
                         Before... when you came in... who 
                         did you think I was?

                                     WILLS
                         A friend.

                                     LISA
                         You must like her an awful lot.

               She smiles simply and heads for the door. When she is gone, 
               Wells slowly walks back toward the elevators, but then 
               abruptly stops in his tracks, deliberating...

               EXT. VILLAGE -- DAWN

               THE CAMERA CRANES DOWN SLOWLY from a view of the sun rising 
               in the EASTERN SKY to a TAXI gliding over to the curb in 
               front of...

               CHARLOTTE'S BROWNSTONE -- DAWN

               Charlotte, looking tired and a little pale, pays the driver 
               and emerges from the taxi. She makes her way up the steps.

               INT. BROWNSTONE -- CONTINUOUS

               Looking down from the second-floor landing, we see Charlotte 
               enter and walk up the stairs toward us.

               As she reaches the landing, she feels a STABBING PAIN IN HER 
               CHEST and stops walking. Wincing, she waits for the pain to 
               subside.

               INT. CHARLOTTE'S BEDROOM -- CONTINUOUS

               Charlotte enters wearily, drops her purse on the floor, then 
               turns and GASPS.

               Wills lies sprawled in an armchair fully dressed, sound 
               asleep.

               Charlotte is offended by the intrusion. She hurries over to 
               awaken him. But then she stops. Her face softens slightly.

               She studies his face... touches his cheek with the back of 
               her hand... traces the lines at his eyes with a fingertip.. 
               smooths back a wisp of hair.

               Finally, snapping to, steeling herself, she jostles him --

                                     CHARLOTTE
                         Hey.

               Wills wakes with a violent start. When he sees her, he drops 
               his head back. He closes his eyes again and murmurs sleepily --

                                     WILLS
                         Where were you? I was worried.

                                     CHARLOTTE
                         So worried you fell asleep. What're 
                         you doing here?

                                     WILLS
                         I've missed you. You have no idea 
                         how much.

               She crosses coldly to her closet and, half-shutting the door, 
               blocking his view, starts to undress.

                                     CHARLOTTE
                         How'd you get in?

               He sits up, rubbing his eyes in the morning light.

                                     WILLS
                         Dolly. We watched TV. She fell asleep. 
                         What time is it?

                                     CHARLOTTE
                         I didn't know I had a curfew.

                                     WILLS
                         Where were you?

                                     CHARLOTTE
                         None of your business. So what is 
                         it? What do you want?

               Wills sits forward, more alert now. He exhales heavily and 
               begins:

                                     WILLS
                         To tell you that you were right. I 
                         do hate myself. But not so much that 
                         I can't see how stupid and despicable 
                         and --

                                     CHARLOTTE
                         Cowardly.

                                     WILLS
                         And cowardly what I did was. And 
                         even though there's no excuse for 
                         it, I want you to forgive me.

               She turns and looks at him. She feels herself relenting. She 
               turns away and continues undressing --

                                     CHARLOTTE
                         Why should I?

                                     WILLS
                         Because, for better or worse, I'm 
                         falling in love with you, and the 
                         thought of our not being together is 
                         unbearable to me.

               She stops, then glances at him with a flash of pain and 
               longing. Determined not to surrender to her feelings, she 
               crosses to the bed and throws open the covers.

                                     CHARLOTTE
                         Let's sleep.

               She crawls into bed.

                                     CHARLOTTE
                         In the morning, we'll talk about 
                         what a gigantic asshole you are.

               Wills, relieved, crosses to the bed and begins to undress. 
               He asks casually --

                                     WILLS
                         So where were you?

                                     CHARLOTTE
                         With Shannon and Simon and Eric.

                                     WILLS
                         Who's Eric?

                                     CHARLOTTE
                         An old friend who used to work at 
                         Blockbuster.

                                     WILLS
                         What'd you guys do?

                                     CHARLOTTE
                         Talked and drank. Simon and Shannon 
                         finally went home. Eric and I hung 
                         out.

               Thinking nothing of it, Wills nods. He slips into bed. Her 
               back is to him. He drapes an arm around her and pulls her a 
               little closer.

               He smiles contentedly and closes his eyes. But then something 
               occurs to him. He opens his eyes --

                                     WILLS
                         Hung out where?

                                     CHARLOTTE
                         Stop. We'll talk about it tomorrow.

                                     WILLS
                         Fine.

               He closes his eyes again. A few beats later, they open.

                                     WILLS
                         Talk about what? Is there something 
                         to talk about? What happened?

               Charlotte, eyes still closed, breaks into a sly, amused smile.

               EXT. CENTRAL PARK WEST -- DAY

               Wills and Charlotte, collars turned up against the brisk 
               wind, walk together. Charlotte wears a backpack. Wills tries 
               desperately to appear casual --

                                     WILLS
                         No, honestly, I think I have a right 
                         to know.

                                     CHARLOTTE
                         And I honestly think I have a right 
                         not to tell you.

                                     WILLS
                         You're being unreasonable.

                                     CHARLOTTE
                         You're being nosy.

               EXT. CENTRAL PARK -- DAY

               They move down a winding walkway beneath barren trees --

                                     WILLS
                         You know, in this day and age it's 
                         not so outrageous a request. I mean, 
                         I don't know this kid. I don't know 
                         where he's been.

                                     CHARLOTTE
                              (laughing incredulously)
                         You're worried about where he's been? 
                         Give me a break!

               EXT. WOLLMAN RINK -- DAY

               Wills watches as Charlotte laces up her figure skates --

                                     WILLS
                         It requires balance and I have lousy 
                         balance, okay?

                                     CHARLOTTE
                         Oh, come on, what's the worst that 
                         can happen?
                              (beat)
                         Well, I guess you could break a hip.

                                     WILLS
                         Look, I'm not in a sporting mood!

                                     CHARLOTTE
                         How come?

                                     WILLS
                         I'm jealous, okay?! Is that what you 
                         want to hear? Are you satisfied now?

               She burst out laughing --

                                     CHARLOTTE
                         Not even close!

               EXT. WOLLMAN RINK -- DAY

               Wills paces the bleachers, furious, while Charlotte skates 
               nearby --

                                     WILLS
                         All I want is a simple answer and 
                         you're torturing me! And I resent 
                         it! It's cruel and juvenile! And I --

                                     CHARLOTTE
                              (exploding)
                         HEY!

               Her anger startles him. She skates over quickly and skids to 
               an abrupt stop --

                                     CHARLOTTE
                         It's not! It's adult! It's revenge! 
                         And if you think it's bad not knowing 
                         what I did -- well, it's even worse 
                         knowing exactly what you did!

               She turns and skates away.

               EXT. WOLLMAN RINK -- AFTERNOON

               Wills sits on the bleachers, miserably brooding, while 
               Charlotte gracefully glides by, laughing and chatting with 
               THREE YOUNG MALE SKATERS whom she's just met.

               EXT. CENTRAL PARK -- NIGHTFALL

               They walk together in silence. Wills is sullen. Finally, 
               Charlotte takes his hand and speaks gently but firmly --

                                     CHARLOTTE
                         Do me a favor, okay? Never ask me 
                         again what happened with Eric. Just 
                         accept the fact that you'll never, 
                         ever know. And if that hurts, then 
                         think about it next time you want to 
                         cheat on somebody.

               Wills reflects.

               INT. WILLS' BEDROOM -- NIGHT

               Charlotte and Wills are little more than silhouettes, lying 
               entwined in the rich darkness, conversing in whispers:

                                     WILLS
                         I wish I were exaggerating, but I'm 
                         not. I slept with every one of them. 
                         Really. Look through Dolly's old 
                         photo albums... or any movie 
                         magazine... visit Aspen at Christmas. 
                         I was on a mission. And until recently 
                         I really didn't think I had a problem. 
                         Or if I did, it was definitely the 
                         most pleasurable one I could imagine.

                                     CHARLOTTE
                         What changed?

                                     WILLS
                         My house in Malibu burned to the 
                         ground.

               Charlotte laughs. Wills smiles with sad irony.

                                     WILLS
                         I know, it sounds funny. But it must 
                         have triggered something because the 
                         next thing I knew I couldn't sleep. 
                         I'd lie awake at night absolutely 
                         terrified. Like a kid left alone in 
                         the dark.

                                     CHARLOTTE
                         What were you scared of?

                                     WILLS
                         How quickly time was passing and how 
                         adolescent I still felt. How 
                         meaningless all my choices seemed. 
                         How lonely I was. So I liquidated my 
                         portfolio, sold my businesses, and 
                         moved back here. To start over, settle 
                         down, start acting my age.
                              (beat)
                         You were supposed to be my one last 
                         dalliance with youth.

                                     CHARLOTTE
                         Well, for your sake, I hope I am.

               He thinks for a moment, then smiles, and kisses her brow.

               INT. MACDONALD'S -- DAY

               Wills sits with John, Sarah, and the twins at a plastic table 
               overrun with food, wrappers, and squashed condiment tubes. 
               Sarah speaks to Wills --

                                     SARAH
                         Judge you? Why would I? Screw the 
                         age difference -- I like the new 
                         you! Before Charlotte came along, do 
                         you have any idea how hard it was to 
                         get you to sit down for a Happy Meal?

               Wills and John laugh. Molly, one of the twins, chimes in --

                                     MOLLY
                         Uncle Wills, how come you don't get 
                         married?

                                     JOHN
                         Yeah, how come, Uncle Wills?

                                     WILLS
                         I want to, Carla, but --

                                     MOLLY
                         I'm not Carla! I'm Molly!

                                     WILLS
                         Well, Molly, I just haven't met the 
                         right woman yet.

                                     CARLA
                         What about Charlotte? She's funny-
                         pretty.

                                     SARAH
                              (aside to Wills)
                         It means funny and pretty. It's their 
                         highest compliment.

                                     WILLS
                         I agree.
                              (rising from the table)
                         She's also demanding.

                                     JOHN
                         Where're you goin'?

                                     WILLS
                         She's decided she wants her birthday 
                         present today.

               Wills gives both of the little girls hugs and kisses.

                                     JOHN
                         But that was last month.

                                     WILLS
                         The Dom didn't count. This is her 
                         real present. She chose it herself 
                         and it's not material.

                                     JOHN
                         Now you got me curious.

                                     SARAH
                         Yeah, what is it?

               Wills shakes his head and smiles, reluctant to answer.

               From the next scene we hear the sound of TWO DOZEN PEOPLE 
               BREATHING FURIOUSLY.

               INT. STUDIO -- AFTERNOON

               On a slightly elevated stage, HARI SINGH, 35, an American 
               Sikh wearing a white robe and turban, sits in the lotus 
               position before a lighted candle, softly instructing the 
               crowded class --

                                     HARI
                         Okay... breath of fire... now inhale 
                         deeply... hold the breath... let 
                         your heart lotus blossom... feel the 
                         energy rise... and exhale. Good. Now 
                         peacock pose.

               Hari rolls forward, digs his elbows into his midsection, and 
               pops up so that he is parallel to the floor with his legs 
               still crossed.

               ANGLE ON THE CLASS, all moving into the pose. In the center 
               of the class are Wills and Charlotte, wearing sweats. His 
               arms shaking, Wills is clearly in pain. He mutters --

                                     WILLS
                         When does the enlightenment start?

                                     CHARLOTTE
                         When you realize that I'm God.

               Wills laughs. A moment later, Charlotte winces and falls out 
               of the pose onto the mat. Hari looks over, confused --

                                     HARI
                         Are you all right?

               Charlotte sits up quickly, smiling --

                                     CHARLOTTE
                         Yeah. No big deal. Cramp in the old 
                         fifth shakra!

               She glances over at Wills. He sees that she's scared to death. 
               He helps her to her feet, speaking softly in her ear --

                                     WILLS
                         Don't worry. You're gonna be okay.

               She nods. They move toward the door. But after a few steps, 
               her eyes flutter, her body goes limp, and she slams down on 
               the mat, UNCONSCIOUS.

               INT. SPEEDING AMBULANCE -- AFTERNOON

               Charlotte lies on a stretcher near Wills and a PARAMEDIC --

                                     CHARLOTTE
                         It's no big deal. I just 
                         hyperventilated. Really.

               But then she gasps as she's hit by a stab of pain. Wills 
               throws a grave look at the medic and squeezes her hand more 
               tightly.

               EXT. ST. VINCENT'S HOSPITAL -- ESTABLISHING -- NIGHT

               The building is brightly illuminated against the night sky.

               INT. ST. VINCENT'S WAITING ROOM -- NIGHT

               Wills sits, anxiously struggling with a half-finished 
               crossword puzzle. He hears the click of a lighter. A GRUBBY 
               LITTLE MAN standing by the coffee machine lights a generic 
               cigarette.

                                     WILLS
                         Excuse me... do you have an extra 
                         one of those?

                                     LITTLE MAN
                              (eyes narrowing)
                         You a smoker?

                                     WILLS
                         Not for years.

                                     LITTLE MAN
                         Well, hell, if I'm gonna be the one 
                         to get you goin' again.

               Pause.

                                     WILLS
                         Thanks.

                                     LITTLE MAN
                         Don't mention it.

               Wills looks up and sees Dr. Sibley standing in the doorway.

               INT. TELEMETRY FLOOR CORRIDOR -- NIGHT

               Sibley walks Wills down the hallway --

                                     SIBLEY
                         The repeat MRI and CAT scan do show 
                         interval progression.

                                     WILLS
                              (uncertainly)
                         Which means the tumor's grown?

                                     SIBLEY
                         Yes. Yes, it has. Considerably. As 
                         for her loss of consciousness, one 
                         explanation is a disturbance in her 
                         heart's electrical function. We'll 
                         be monitoring her overnight for any 
                         arrhythmias. If we find something, 
                         we'll treat it. Unfortunately, the 
                         more likely explanation is that the 
                         tumor has begun to obstruct the 
                         outflow of her heart. If that's the 
                         case, there's little we can do. We 
                         could be speaking in terms of weeks 
                         not months.

               They arrive at Charlotte's room.

                                     SIBLEY
                         When she returns home, we'll want 
                         her to stay active, but don't let 
                         her overexert herself.
                              (off Wills' nod)
                         Don't stay long. She's been sedated.

               INT. CHARLOTTE'S HOSPITAL ROOM -- SAME

               Charlotte lies in the bed with her eyes closed. An EKG monitor 
               bleeps steadily in the corner. An IV drip hangs by her bed.

               Wills enters and sits down at her bedside. He touches her 
               hand. She opens her eyes and smiles drowsily --

                                     CHARLOTTE
                         Hey.

               Wills is terribly anxious. His speech is accelerated

                                     WILLS
                         Are you all right? You're okay? How 
                         do you feel?

                                     CHARLOTTE
                         Stoned.

                                     WILLS
                         I'll let you rest. I should. You'll 
                         sleep and then --

                                     CHARLOTTE
                              (touching his hand)
                         Shhh.

               He nods and inhales deeply. His heart is racing. She murmurs --

                                     CHARLOTTE
                         You still owe me a birthday present.

                                     WILLS
                         I do not.

                                     CHARLOTTE
                         Just 'cause I fainted is no excuse 
                         for you to bail on your peacock pose.

               She smiles sleepily. Wills lifts a hand to her mouth and 
               whispers:

                                     WILLS
                         It ought to be illegal.

                                     CHARLOTTE
                         What?

                                     WILLS
                         Your smile. It's too pretty.

                                     CHARLOTTE
                         I've ruined you for other women.

                                     WILLS
                         You have.

                                     CHARLOTTE
                         All part of my master plan.
                              (beat)
                         Do you wanna hear a story... a bedtime 
                         story?

                                     WILLS
                         Shouldn't I be telling you one?

                                     CHARLOTTE
                         Once upon a time, there was a woman 
                         on a ship crossing the Atlantic and 
                         her little boy got sick. Very sick. 
                         And she said whoever saves my boy's 
                         life... I'll name my next baby after 
                         them. Well, they got into port and 
                         they rushed her son to St. Vincent's 
                         hospital... to here... and they saved 
                         his life. And so the mother named 
                         her next baby Edna St. Vincent Millay.
                              (beat)
                         And Edna grew up to be, as I am sure 
                         you know, the second greatest female 
                         poet in American history.

                                     WILLS
                         The first would be Emily Dickinson.

                                     CHARLOTTE
                         You're a quick learner -- I like 
                         that about you...
                              (half to herself)
                         "It may be, when my heart is dull, 
                         Having attained its girth, 
                         I shall not find so beautiful 
                         The meagre shapes of earth, 
                         Nor linger in the rain to mark 
                         The small of tansy through the dark."

               Her eyes drift shut --

                                     CHARLOTTE
                         I am so pretentious...

               Wills laughs, then clears his throat, and looks suddenly 
               serious --

                                     WILLS
                         Charlotte, listen, I --

                                     CHARLOTTE
                         Uh-oh. Heavy, heavy...

                                     WILLS
                         I just think --

                                     CHARLOTTE
                         No. No violins. I'm fine. Go home... 
                         sleep...

               He considers for a moment, then, tears welling in his eyes, 
               he lifts her hand to his mouth and kisses it.

               INT. BROWNSTONE LIVING ROOM -- AFTERNOON

               Wills sits across from Simon who strokes Shannon's back as 
               she weeps --

                                     SHANNON
                         It just didn't seem real and now 
                         that it is, I hate it! It's so unfair!

               Dolores, sitting in her armchair, mutters as though by rote --

                                     DOLLY
                         Fare is what you pay on the train to 
                         Jersey. Fair is the place that smells 
                         like manure where, if you're real 
                         lucky, you win a blue ribbon for 
                         your home-made pickles. Fair is a 
                         sky without a cloud and a face with 
                         a mark. Fare is food. What fair isn't 
                         is everything else.

                                     SIMON
                         Well, I think I speak for all of us 
                         when I say that we've heard quite 
                         enough from Dolores.

               Dolores chuckles. Simon continues to Wills --

                                     SIMON
                         Now, correct me if I'm wrong, but I 
                         believe what you're saying is that 
                         while the end may be in sight, it 
                         has not yet arrived.

                                     WILLS
                         That's right. The tumor's begun to 
                         interfere with the function of her 
                         heart, but she --

                                     SIMON
                         Then why exactly have you called us 
                         here?

               Wills falters, looking at him incredulously.

                                     SIMON
                         I cut short a lunch date, Shannon's 
                         missing her low-impact aerobics class, 
                         and Dolores has delayed the start of 
                         her happy hour -- surely you must 
                         have had good reason.

                                     WILLS
                         I thought Charlotte's health might 
                         be of some interest you.

                                     SIMON
                         It is. You could have told me all 
                         about it on the telephone.

                                     WILLS
                         I also thought it might be a good 
                         idea if we discussed ways to make 
                         her as comfortable as possible for 
                         the --

                                     SIMON
                         Charlotte loathes comfortable. I 
                         never sought to bore her with comfort 
                         while she was well, why should I 
                         start now that she's sick?

               Wills stares at Simon, his face ashen and full of contempt --

                                     WILLS
                         Tell me, are you really so cold? Or 
                         is it just a pose that you've 
                         cultivated?

                                     SIMON
                         It's a pose that I've cultivated.
                              (beat)
                         I chose it, as a sort of smoke screen, 
                         some time after attending my twentieth 
                         funeral in as many months.

               Pause.

                                     WILLS
                         I'm sorry.

                                     SIMON
                         It's quite all right. But, honestly, 
                         it shocks me how often you people 
                         forget. Our phone books have as many 
                         numbers crossed out as written in. 
                         So that while death is certainly as 
                         painful to us as it is to you, we do 
                         not find it nearly so... 
                         extraordinary.
                              (beat)
                         Don't misunderstand me. I adore 
                         Charlotte and when she dies, I 
                         would... were it not already in that 
                         state... cry my heart dry.

               Shannon looks at Simon and burst into tears again. Simon 
               holds her even closer, rubbing her back.

               MUSIC UP:

               EXT. MANHATTAN STREET -- NIGHTFALL

               Wills emerges from Charlotte's brownstone, hails a cab, then 
               decides against it.

               EXT. CITY STREETS -- NIGHTFALL

               Head down, eyes desolate, Wills walks uptown. The roaring 
               traffic, dense crowds, blaring music, flashing neon -- the 
               great welter of urban life is entirely lost on him.

               He can think only of Charlotte.

               EXT. HELL'S KITCHEN -- NIGHT

               Wills walks down a dark block, his jacket open to the cold 
               night wind, his cheeks and ears burned red.

               INT. HELL'S KITCHEN WALK-UP FOYER -- NIGHT

               Wills enters, checks the tenant list, then presses a buzzer. 
               He speaks into the intercom and a moment later is buzzed up.

               INT. WALK-UP STAIRWELL -- NIGHT

               FOLLOW WILLS, running up the stairs. He arrives at a door, 
               cold and gasping for breath. He hears footsteps.

               THE DOOR OPENS, but we do not see who is there.

               MUSIC OUT:

               INT. WALK-UP LIVING ROOM -- LATER

               Wills paces, speaking desperately to someone. He seems on 
               the verge of a total nervous collapse --

                                     WILLS
                         She's in the hospital now. She doesn't 
                         have long. Weeks maybe and -- She... 
                         Anyway, I have something to ask you. 
                         A favor. I have no right to ask. I 
                         know. I'd do it myself, but I can't. 
                         I'm too... I'm...

               He takes a deep breath to keep himself from crying.

               ANGLE ON LISA, his daughter, sitting on the couch, listening, 
               her face unreadable --

                                     LISA
                         What is it?

                                     WILLS
                         I want you to find a surgeon. Dr. 
                         Sibley told me... Charlotte's doctor 
                         told me... he said at some point, 
                         when it's hopeless, surgery could be 
                         an option. Heroic surgery, he called 
                         it. I want to make sure that when 
                         the time comes a hero is performing 
                         that heroic surgery. Do you 
                         understand? You'll have to make calls. 
                         I'll get names. Sibley will give me 
                         names.
                              (fighting tears)
                         I'm sorry to ask you... I have no 
                         right. But, you see, she doesn't 
                         want it... this surgery... I'll have 
                         to convince her. So no one can know... 
                         for now. And I trust you. You're my 
                         only family and I...
                              (beat)
                         You have every right to refuse me. 
                         After what I did. You were a child... 
                         and you needed me... and I was nowhere 
                         to be found. There's no excuse for 
                         that. I'm so terribly sorry!

               Silence.

                                     LISA
                         I'd be happy to do it.

               Wills, stunned, deeply grateful, allows himself a breath.

                                     LISA
                         Dad, I'm really sorry she's sick.

                                     WILLS
                              (almost inaudible)
                         I am, too. So sorry. I should be the 
                         one. It should be me.

               Lisa, flooded with compassion, wants to go to him, comfort 
               him, but she stays where she is.

                                                             FADE TO BLACK:

               FADE IN:

               EXT. CARL SCHURZ PARK -- LATE AFTERNOON

               The darkening sky is swept with a brisk wintry breeze. Shadows 
               descend from the trees and towering rocks. AN OLD MAN sits 
               on a bench, reading a newspaper. A NANNY pushes a baby 
               carriage past.

               Wills and Charlotte walk together, bundled up again the cold. 
               Charlotte walks backward, her breath shooting out into the 
               cold air like smoke --

                                     CHARLOTTE
                         You never talk about my mother.
                              (beat)
                         Talk about her.

                                     WILLS
                         What do you want to know?

                                     CHARLOTTE
                         Everything. All I remember is that 
                         she smelled like vanilla, loved to 
                         read to me, and was really good at 
                         cutting up fruit. I couldn't believe 
                         she didn't cut her fingers off.

                                     WILLS
                         Well, I remember a little more than 
                         that. Let's see... she was blonde... 
                         about your height --

                                     CHARLOTTE
                         I've seen pictures, dummy.

                                     WILLS
                         Oh, okay. She... always ate her ice 
                         cream with a fork -- how's that?

                                     CHARLOTTE
                         Much better.

                                     WILLS
                         And she wrote great letters, but 
                         couldn't spell at all.

                                     CHARLOTTE
                         Neither can I.

                                     WILLS
                         She was a McGovern Democrat but also 
                         an incredible snob. She loved 
                         blueberries. She had the world's 
                         worst backhand. Her favorite singer 
                         was Stephen Stills.

                                     CHARLOTTE
                         Who?

                                     WILLS
                         Never mind. She was afraid of sharks. 
                         And, considering the times, she was 
                         pretty square. She only tried drugs 
                         once -- a lifeguard gave her a hash 
                         brownie and she threw it up all over 
                         him.

               Charlotte laughs.

                                     WILLS
                         And she laughed just like that. And 
                         she bit her fingernails. And she 
                         couldn't tell a joke.
                              (beat)
                         In short, she was a unique.

               Charlotte smiles happily.

               EXT. EAST RIVER ESPLANADE -- MINUTES LATER

               Wills and Charlotte lean down on the railing, watching the 
               water purl and eddy around Randall's Island.

                                     CHARLOTTE
                         Did you know she was in love with 
                         you?

                                     WILLS
                         She told me.

                                     CHARLOTTE
                         Were you in love with her?

                                     WILLS
                         Yes.

                                     CHARLOTTE
                         Why? Because she was the only girl 
                         in Rhode Island who wouldn't sleep 
                         with you?

                                     WILLS
                         That's how she got my attention; 
                         it's not why I fell in love with 
                         her.
                              (beat)
                         I fell in love with her because she 
                         charmed me senseless day and night 
                         for an entire summer.

                                     CHARLOTTE
                         Then why did you screw her best friend 
                         on Labor Day?

               Wills looks at her darkly. She smiles and shrugs --

                                     CHARLOTTE
                         It's just a question.

               Wills sighs and looks away, reflecting --

                                     WILLS
                         I have no idea. The summer was over. 
                         Your mom was going back to Smith. I 
                         was moving down here to work on Wall 
                         Street. It was our last day together. 
                         She was crying. She told me, for the 
                         first time, that she loved me. I 
                         said I loved her, too. I promised to 
                         call and visit. A few hours later I 
                         was in a cabana with Millie.
                              (beat)
                         When Millie told me she was pregnant 
                         and that she wanted to marry me, I 
                         escaped to L.A... and I never saw 
                         her or your mom again.

                                     CHARLOTTE
                              (wryly)
                         Well done.

                                     WILLS
                         I think it's part of the reason I 
                         never came back.

                                     CHARLOTTE
                         But why're you like that? What is 
                         it? I mean, you weren't born that 
                         way.

                                     WILLS
                         I might as well have been. For as 
                         long as I can remember, I've always 
                         run off at the first sign of a woman 
                         wanting anything from me... relying 
                         on me in any way.

               She considers for a moment --

                                     CHARLOTTE
                         But I want everything from you, Wills. 
                         I rely on you in every way.

                                     WILLS
                         I know.

                                     CHARLOTTE
                         So the only reason you don't dump me 
                         is because I'm sick? Because you 
                         know that it's all going to be over, 
                         anyway?

                                     WILLS
                         Maybe. But it doesn't feel that way.
                              (beat)
                         It feels as though I'm not afraid 
                         anymore.

               She looks at him and smiles. He puts an arm around her and 
               draws her close.

               INT. TAXI -- AFTERNOON

               Wills looks out the window, his arm draped around Charlotte 
               who lies nestled against him, eyes closed.

               He suddenly sees something. He thinks. Checks his watch. His 
               eyes ignite and he calls out excitedly to the driver --

                                     WILLS
                         Driver! Quick! Pull over here! Right 
                         here!

               Charlotte, a little sleepy, comes to. She looks out the window 
               and her face softens with happiness.

               EXT. THE BRICK CHURCH, 92ND AND PARK -- SAME

               On the steps of the old church a CHOIR sings Christmas carols. 
               All around them, a LARGE CROWD sings along.

               Wills and Charlotte get out of the cab. His arm around her, 
               Wills pulls her into the crowd. They join the carol. Wills 
               sings well. Charlotte is tone deaf.

               In between lines of the song, she calls out --

                                     CHARLOTTE
                         I didn't know you could sing!

                                     WILLS
                         I didn't know you couldn't!

               She laughs and continues to sing.

               THE CAROLS ENDS to cheers and applause. THE CHOIRMASTER steps 
               forward to a microphone --

                                     CHOIRMASTER
                         Well, you all know what time it is!

                                     CHARLOTTE
                              (confused to Wills)
                         No, I don't. Do you?

               He grins. The choirmaster nods at someone in the distance. 
               Then holds up a hand, fingers spread, and begins to count 
               down. The crowd joins in --

                                     CHOIRMASTER AND CROWD
                         TEN, NINE, EIGHT, SEVEN, SIX, FIVE, 
                         FOUR, THREE, TWO, ONE!

               At that instant, ALL THE WHITE CHRISTMAS LIGHTS on the trees 
               of the median from 96th Street to 44th Street POP ON 
               SIMULTANEOUSLY -- an enchanted fairy-tale spectacle.

               The crowd and the choir cheer and clap, cars honk their horns. 
               Charlotte's eyes are filled with happy wonder.

                                     CHOIRMASTER
                         HAPPY HOLIDAYS!

               As another carol begins, Wills wraps his arms around Charlotte 
               and kisses her. He pulls away, looks deeply into her eyes, 
               and whispers with passionate sincerity --

                                     WILLS
                         I love you, Charlotte.

               For an instant, her eyes flare as though she were surprised. 
               Then her eyes fill with tears. She tries to speak but she is 
               choked by a sob.

               She buries her face in his chest and cries. Wills smiles 
               with warm, almost paternal, indulgence. He strokes her hair. 
               She hugs him as though she'll never let go.

               INT. ELYSIUM -- NIGHT

               The restaurant is packed. John, overwhelmed by the crowd 
               waiting for tables, glances angrily away when he hears the 
               phone ringing and no one answering it.

               INT. ELYSIUM KITCHEN -- SAME

               Amid the Pandemonium, Wills watches as Charlotte teases HENRY, 
               30, the young chef, as he lays the beet garnishes on a fish 
               entree.

                                     CHARLOTTE
                         You call that a rose? It looks more 
                         like a hand grenade!

                                     HENRY
                         Mr. Keane, you get her outta here 
                         or, I swear to God, I'm gonna 
                         butterfly and stuff her!

                                     WILLS
                         I'll add it to the specials list.

                                     CHARLOTTE
                              (laughing)
                         No way! I'm too pricey!

               The door bangs open. John enters, looking angry --

                                     CHARLOTTE
                         Hello, Sunshine!

                                     JOHN
                         You seen Celia?

                                     WILLS
                         What's the matter?

                                     JOHN
                         The matter is I got a half-hour wait 
                         and no help up front! You got a call 
                         on Two!

               INT. ELYSIUM OFFICE -- SAME

               Wills enters, picks up the phone, and hits a flashing button--

                                     WILLS
                         Wills Keane.

               INT. LISA'S LIVING ROOM -- EVENING

               Lisa's face is flushed with excitement --

                                     LISA
                         I've got him!

               EXT. WILLS' BUILDING -- MORNING

               A TOWN CAR is parked out front. Michael, the doorman, chats 
               with the driver.

                                     LISA (V.O.)
                         His name's Tom Grandy. Harvard 
                         undergrad. Columbia Medical School. 
                         He's at the Cleveland Clinic. I know, 
                         I know. But don't laugh. It's one of 
                         the best in the world.

               Wills exits the building and gets into the car.

               EXT. QUEENS -- MORNING

               The town car speeds down the expressway.

                                     LISA (V.O.)
                         He did his residency at the Brigham 
                         in Boston... his cardiac surgery 
                         training at Cleveland.

               EXT. LA GUARDIA AIRPORT -- MORNING

               Wills walks quickly through the terminal.

                                     LISA (V.O.)
                         He was so good they kept him on and 
                         within three years he was chief of 
                         the program.

               EXT. CLEVELAND CLINIC -- DAY

               Wills gets out of a taxi and heads inside --

                                     LISA (V.O.)
                         He travels a lot. Spends lots of 
                         time lecturing. I got you an 
                         appointment tomorrow at twelve-thirty. 
                         Don't be late. He only has fifteen 
                         minutes.

               INT. CLEVELAND CLINIC CORRIDOR -- DAY

               TOM GRANDY, 35, long-hair, small beard, loose-limbed, wearing 
               scrubs, saunters down the hall, wearing a vaguely goofy smile. 
               Wills watches him approach with some apprehension.

                                     LISA (V.O.)
                         The surgeon that recommended him 
                         said, and these are his words not 
                         mine, "Don't let his appearance fool 
                         you. He's brilliant and has balls 
                         the size of your head."

               INT. GRANDY'S OFFICE -- SAME

               Wills listens to Dr. Grandy who speaks casually, more like a 
               benign hippie than a renowned surgeon. Charlotte's X-rays 
               hang between them in an illuminated view box --

                                     GRANDY
                         Listen, I'm not gonna bullshit you. 
                         If she were a baby, she'd have a 
                         decent chance, 'cause these sorts of 
                         tumors can regress like crazy, but 
                         she's twenty and... I don't know, 
                         man... I've never seen anything like 
                         it.
                              (pointing at the X-
                              ray)
                         I mean, look! It's wrapped around 
                         her vital structures like an octopus!
                              (sitting)
                         You know, just once I'd like to get 
                         sent something simple. A "cabbage," 
                         a valve replacement. Even a good old-
                         fashioned transplant. But it doesn't 
                         happen anymore. It's the downside of 
                         being good at my job.

                                     WILLS
                         Good? They say there's no one better.

                                     GRANDY
                         I don't know. I'm like most people. 
                         I do the best I can.

                                     WILLS
                         Can your best save her?

                                     GRANDY
                         Probably not.

               INT. CLEVELAND CLINIC CORRIDOR -- LATER

               Grandy and Wills walk together --

                                     GRANDY
                         In these sorts of cases, it's best 
                         if she signs a consent.

                                     WILLS
                              (covering)
                         No problem.

                                     GRANDY
                         Good.
                              (stopping at the main 
                              entrance)
                         The last time Charlotte passed out, 
                         she regained consciousness almost 
                         immediately. The next time or the 
                         time after, she won't. When that 
                         happens, call me.
                              (handing him a card)
                         Here's my service. They'll reach me 
                         no matter where I am. In the meantime, 
                         I'll coordinate with Dr. Sibley.

                                     WILLS
                         I can't thank you enough.

               Grandy smiles and pats him on the shoulder.

                                     GRANDY
                         I haven't done anything yet.

               INT. WILLS' BEDROOM -- NIGHT

               Wills sits up, wearing glasses, reading a book. Charlotte 
               enters from the bathroom wearing a flannel night shirt --

                                     CHARLOTTE
                         By the way -- where were you today?

                                     WILLS
                         What do you mean?

                                     CHARLOTTE
                         When you called I assumed you were 
                         at the restaurant, but when I called 
                         back later, Jesus said you hadn't 
                         been in all day.

                                     WILLS
                         I was in Montclair, New Jersey.

                                     CHARLOTTE
                         Why?

                                     WILLS
                              (playfully vague)
                         An opportunity.

                                     CHARLOTTE
                         Oh, really? Sexual or professional?

                                     WILLS
                         I was considering opening a 
                         restaurant. But the rents are too 
                         high.

               He smiles at her. And she smiles back.

               INT. WILLS' BEDROOM -- MORNING

               Charlotte lies asleep with her head on his chest. She opens 
               her eyes. The room seems strange. It's the light.

               She rises up and turns around. Her eyes narrow with curiosity. 
               She crawls out of bed and runs to the window and looks out.

               She can't believe her eyes. Central Park is blanketed by 
               deep snow and more is falling. She calls out gaily --

                                     CHARLOTTE
                         Hey! How do you feel about Christmas?

                                     WILLS
                              (sleepily)
                         Bah humbug...

               She runs back, laughing, and jumps on the bed, rousting him.

               MUSIC UP:

               A SEQUENCE BEGINS showing Charlotte and Wills during a day 
               of holiday shopping. The deep snow has slowed the city to a 
               crawl but filled everyone with good spirits.

               Charlotte and Wills move from store to store; they buy 
               wreaths, garlands, ornaments, candles, and, finally, a 
               CHRISTMAS TREE and STAND.

               Wills starts to lug the tree, but when it's obvious that 
               it's too much for him, Charlotte spots a GROUP OF KIDS 
               spilling out of a record store.

               The next thing we know the kids are lined up, carrying the 
               tree over their heads like a battalion of ants.

               Wills and the kids load the tree into the freight elevator 
               and squeeze in. There's no room for Charlotte. She'll take 
               the lobby elevator.

               MUSIC OUT:

               INT. LOBBY ELEVATOR -- AFTERNOON

               Charlotte, carrying shopping bags, ascends in silence with 
               Michael. She has no interest in chatting. He, as ever, does.

                                     MICHAEL
                         Will you and Mister Keane be goin' 
                         away for the holidays?

                                     CHARLOTTE
                         I doubt it.

                                     MICHAEL
                         I've seen so little of America. I 
                         don't care for airplanes, you see, 
                         and I have so little time to travel.
                              (beat)
                         Did Mister Keane enjoy his trip then?

                                     CHARLOTTE
                         What trip?

                                     MICHAEL
                         Why, just yesterday.

                                     CHARLOTTE
                         I wouldn't really call that a trip.

                                     MICHAEL
                         Perhaps not. But I've never been to 
                         Ohio myself. They say parts of it 
                         are quite lovely.

               Charlotte goes pale. The elevator stops and he opens the 
               door.

               INT. WILLS' FOYER -- CONTINUOUS

               Charlotte steps out right into the kids who are roughhousing 
               and laughing. Each holds a five-dollar bill --

                                     MICHAEL
                              (calling out)
                         All right, you little hellions! Get 
                         in here!

               INT. WILLS' LIVING ROOM -- MOMENTS LATER

               Charlotte wanders in. The tree stands erect. Wills, on all 
               fours, tightens the screws on the stand. He crawls to his 
               feet and studies it.

                                     WILLS
                         Straight?

               Then he sees her grave expression and freezes.

                                     CHARLOTTE
                         I thought we had a deal.

                                     WILLS
                         I'm sure we do. About what?

                                     CHARLOTTE
                         Lying.
                              (beat)
                         You were in Ohio yesterday.

               Wills stares at her for a moment, then explains without 
               apology --

                                     WILLS
                         I met with a heart specialist. He's 
                         willing to operate.

               For an instant she is surprised, but then her indignation 
               takes over --

                                     CHARLOTTE
                         But you know I don't want that! You 
                         know I've signed papers that --

                                     WILLS
                         Well, maybe I want it.

                                     CHARLOTTE
                         It isn't your decision!

                                     WILLS
                         Of course not, but if you'll hear me 
                         out --

                                     CHARLOTTE
                         No! I told you right from the start 
                         how I felt and you went behind my 
                         back! You lied and --

                                     WILLS
                              (exploding)
                         Oh, Christ, knock it off! You're 
                         such a god damn saint, so above it 
                         all, but you're scared to death! You 
                         do want to live! And if you were as 
                         honest as you say you are you'd let 
                         the doctors do whatever they can to 
                         help you!

               Her face shuts like a trap. She walks toward the bedroom 
               door --

                                     CHARLOTTE
                         I won't give people hope when there 
                         isn't any.

                                     WILLS
                         Why not?! Maybe we want hope! Or 
                         maybe we just need to know that we 
                         did everything we could! Maybe I 
                         need to know that... if I'm going to 
                         be able to live... to go on without... 
                         without --

               Suddenly, a sob catches in his throat. Charlotte, on her way 
               to the bedroom, stops and slowly turns around.

               She speaks matter-of-factly, without judgment or feeling.

                                     CHARLOTTE
                         Now I know why you hurt so many women. 
                         Because you always knew if you held 
                         on to one of them, you'd never let 
                         go.

               She turns and exits coldly to the bedroom. Wills sinks into 
               an armchair.

               INT. WILLS' BEDROOM -- LATER

               In grey afternoon shadows, Charlotte lies on her side, fully 
               clothed under the covers, with her eyes open, thinking. She 
               hears something and looks back.

               Wills stands in the lighted doorway.

               She gestures for him to come. He walks over and lies down 
               next to her. She turns her back to him, so that he's spooning 
               her, but she takes hold of his hand, pressing it against her 
               chest and squeezing it like a doll.

               For a long time, they lie in silence. Finally, she murmurs 
               almost inaudibly --

                                     CHARLOTTE
                         When we met, I was so lonely. But I 
                         didn't even know it. I'd been alone 
                         so long.. almost forever...

                                     WILLS
                         So had I.

                                     CHARLOTTE
                         But now we have each other.
                              (beginning to cry)
                         Oh, what would I do, Wills? What 
                         would I do if you weren't here? Where 
                         would I be?

               Fighting his emotions, determined to stay strong for her, he 
               holds her close.

                                     WILLS
                         You don't ever have to worry about 
                         that.

                                     CHARLOTTE
                         I'll do whatever I have to! I'll 
                         tear up the papers! Whatever you 
                         want! Tell the doctor! Because... I 
                         really do want... I don't want to 
                         leave you!

               The dam breaks and she is wracked by sobs. Wills closes his 
               eyes, holds her even tighter, and rocks her in his arms.

                                                               DISSOLVE TO:

               INT. WILLS' BEDROOM -- THAT EVENING

               Charlotte, still fully clothed, lies sound asleep. She slowly 
               awakens and sees that Wills is gone. She gets up on one elbow --

                                     CHARLOTTE
                         Wills?!

               She waits, hears hurried steps, then Wills sticks his head 
               in --

                                     WILLS
                         Yeah?

                                     CHARLOTTE
                         How long was I asleep?

                                     WILLS
                         A couple of hours.

                                     CHARLOTTE
                         Wow. And I'm still tired.

                                     WILLS
                         That's all right. Relax.

               Charlotte senses something odd in his tone. Her eyes narrow 
               with suspicion.

                                     CHARLOTTE
                         What're you doing in there?

                                     WILLS
                         Nothing.

               She laughs and starts to get up --

                                     CHARLOTTE
                         Liar!

                                     WILLS
                         Don't! Don't move! Just one more 
                         minute!

               He closes the door.

               INT. WILLS' LIVING ROOM -- SAME

               Wills runs back into the room. The tree is fully decorated 
               now. He dashes back and adjust some lights along the base.

                                     CHARLOTTE'S VOICE
                              (from the bedroom)
                         What're you doing?!

               He runs over, inserts the plug and the TREE LIGHTS UP with 
               LITTLE WHITE LIGHTS, but for the STAR AT THE TOP.

                                     CHARLOTTE'S VOICE
                         Oh no! You didn't!

                                     WILLS
                         You were just going to tire yourself 
                         out!

               He grabs a chair and fiddles with the bulb inside the star.

                                     CHARLOTTE'S VOICE
                         This I've gotta see!

                                     WILLS
                         Just hold on!

               THE STAR LIGHTS UP. He jumps down and puts the chair away. 
               Then he runs over and dims the lights --

                                     WILLS
                         Finishing touches!

               He runs over and adjusts a garland. He runs back to the dimmer 
               and adjusts it again --

                                     WILLS
                         Almost!

               He runs back to the bedroom door and flings it open.

                                     WILLS
                         Voila!

               He looks into the room and freezes in the doorway. He backs 
               up a step, then, crying out, lunges into the room.

               MUSIC UP:

               EXT. WILLS' BUILDING -- NIGHT

               Charlotte, lying unconscious on a stretcher, wearing an oxygen 
               mask, is rushed into a waiting ambulance. Wills, beside 
               himself with panic, is gently barred by a MEDIC from jumping 
               in with her.

               INT. NEW HAVEN HOSPITAL LECTURE HALL -- NIGHT

               In the reflection of a projected slide, a hand offers a 
               CELLULAR PHONE to Dr. Grandy, standing at a lectern in front 
               of a group of doctors. He stops his lecture and takes the 
               call.

               EXT. MANHATTAN STREET -- NIGHT

               The ambulance rushes, light flashing, sirens wailing, 
               downtown.

               INT. ST. VINCENT'S HOSPITAL -- NIGHT

               Charlotte's stretcher is rushed into the emergency room at 
               the same time that Wills' cab pulls up.

               EXT. NEW HAVEN HOSPITAL HELIPORT -- NIGHT

               Grandy is rushed into a MEDICAL HELICOPTER.

               INT. CORONARY CARE UNIT WAITING ROOM -- NIGHT

               Wills looks up and sees Dolores and Shannon arrive.

               EXT. SKY -- NIGHT

               Grandy's helicopter speeds toward the City.

               INT. CORONARY CARE UNIT WAITING ROOM -- NIGHT

               Wills comforts Shannon. Dolores looks up and sees Simon 
               standing in the doorway. Then a CORONARY CARE NURSE appears. 
               She asks to speak to Wills.

               INT. MEDICAL HELICOPTER -- NIGHT

               Grandy looks out the window as the helicopter swoops down 
               toward the lights of lower Manhattan.

               INT. CORONARY CARE UNIT PRE-OP -- NIGHT

               Charlotte lies, semi-conscious, on a gurney. Wills appears 
               in the doorway with the nurse.

               EXT. ST. VINCENT'S HOSPITAL HELIPORT -- NIGHT

               The helicopter lands and Grandy jumps out.

               MUSIC OUT:

               INT. CORONARY CARE UNIT PRE-OP -- NIGHT

               Wills sits down next to Charlotte's bed. He touches her hand. 
               Her eyes open then close again. Her breathing is heavy and 
               labored.

               Wills pushes a lock of hair off her brow, then whispers, 
               half to himself --

                                     WILLS
                         Time cannot break the bird's wing 
                         from the bird. Bird and wing together 
                         Go down, one feather. No thing that 
                         ever flew, not the lark, not you, 
                         Can die as others do.

               Charlotte's eyes open dreamily. She shows a faint smile at 
               the poem and murmurs almost inaudibly --

                                     CHARLOTTE
                         What have I done to you?

                                     WILLS
                         Ruined me for other women.

                                     CHARLOTTE
                         No... I saved you for them...

               Her eyes close. Wills takes her hand and presses it to his 
               cheek.

                                     MALE VOICE
                         Is she type 'n' cross for six units?!

                                     NURSE'S VOICE
                         Yes, Doctor.

               Wills turns around and sees Grandy standing in the doorway.

                                     GRANDY
                         What're we waiting for?

                                     PRE-OP NURSE
                         Just you, Doctor!

                                     GRANDY
                         Then let's move!

               The NURSE rushes over to the gurney and in an instant 
               Charlotte is gone -- wheeled with a bang through SWINGING 
               DOORS into the operating room corridor.

               MUSIC UP:

               INT. CORONARY CARE UNIT WAITING ROOM -- NIGHT

               Everyone is there now -- John, Sarah, Celia, Simon, Dolores, 
               and Shannon. Wills enters silently. He walks to the new 
               arrivals and greets each one with an embrace.

               INT. CORONARY CARE OPERATING ROOM -- NIGHT

               Charlotte lies on the table. Grandy's eyes, visible above 
               his mask, are fiercely focused on his work.

               INT. CORONARY CARE UNIT WAITING ROOM -- NIGHT

               Shannon lies with her head in Sarah's lap.

               Dolores, ignoring the sign, smokes a cigarette.

               John and Celia sit side-by-side in silence.

               Wills stands at the window. He looks over and see Simon 
               standing close by. Simon looks at him, his eyes sad but eerily 
               calm. Wills shakes his head --

                                     WILLS
                         It happened so quickly. We'd just 
                         talked about the surgery. She agreed 
                         to it. But I thought there'd be time.

                                     SIMON
                         I've had friends who weren't expected 
                         to last till morning who lived another 
                         seven years. Another ran a marathon 
                         and died the next weekend. It's all 
                         so terribly random the way life 
                         actually works. I take nothing for 
                         granted.

               A light enters Wills' eye. He smiles as he remembers --

                                     WILLS
                         You know, it's funny, the first time 
                         I saw her, I --

               But then Wills hears something. He turns and there's Grandy 
               at the end of the long hall, walking toward the waiting room.

               Simon looks and sees him, too.

               Wills looks at Simon with alarm. It's impossible. How could 
               Grandy be finished so soon? Wills looks back at Grandy.

               SLOW-MOTION

               Grandy moves with long strides down the corridor.

               One by one, as they notice, Charlotte's loved ones react to 
               the sight of Grandy.

               Shannon rises from Sarah's lap, looks at the doctor, then 
               covers her face with her fists, holding her breath.

               Dolores crushes out her cigarette, her expression falling.

               Celia touches John's back as he rises and walks over to Wills.

               Simon's face turns to stone.

               John reaches for Wills, but Wills advances a few steps toward 
               the corridor, almost defiantly, his eyes riveted to Grandy.

               Grandy's head is down.

               Then, ever so slowly, Grandy lifts his head and in one 
               decisive move YANKS OFF HIS SURGICAL MASK and THROWS IT 
               AGAINST THE WALL.

               CLOSE ON WILLS' FACE as he realizes.

               His mouth opens wide as though to cry out, but no sound comes.

               INT. WILLS' LIVING ROOM -- DAWN

               Wills stands in the center of the room wearing his overcoat. 
               He is pale, exhausted, his face expressionless.

               John stands, also wearing his coat, in the hall archway, 
               unsure whether he should stay or leave.

               Wills looks at the Christmas tree, whose lights still burn. 
               He slowly walks over and pulls the cord from the wall.

               The lights go out.

                                                             FADE TO BLACK:

               FADE IN:

               EXT. CENTRAL PARK -- SPRING AFTERNOON

               A COUPLE walks down the same walkway. They are deep in subdued 
               conversation. All around them spring is in full glory. Melted 
               snow. Trees exploding with green. Birds singing.

               The man is Wills Keane, but he has markedly changed. His 
               dress is not so impeccable, his hair has gone grey at the 
               temples. His face, though still beautiful, has gracefully 
               turned the corner into middle age.

               Walking at his side is his daughter, Lisa, now well along in 
               her pregnancy --

                                     LISA
                         Actually, to be honest, Peter's more 
                         than a little freaked. I mean, how 
                         could he not be? He's twenty-six. 
                         His first child. A baby girl, no 
                         less. Nothing really prepares you 
                         for it.

                                     WILLS
                         I guess not.

                                     LISA
                         He said it's the first time since we 
                         got married that he's actually 
                         realized what marriage is. That it's 
                         forever. That he can't just pick up 
                         and run away to Nepal or something 
                         if we have a fight. That he's part 
                         of the cycle of things now. That 
                         he's gonna die some day. That it's 
                         the next generation's turn to take 
                         the stage.

               EXT. ANOTHER CENTRAL PARK WALKWAY -- LATER

               Wills and Lisa walk together in silence, enjoying the perfect 
               afternoon. Then Lisa smiles crookedly and slaps his shoulder --

                                     LISA
                         So what about you, Mr. Keane? You 
                         ready to be a grandpa?

               Wills looks over at the spot where he first saw Charlotte.

               He smiles with wistful confidence then, a little awkwardly, 
               puts his arm around his daughter.

               She is surprised at first. But then slowly, trustingly, she 
               rests her head on his shoulder.

               And they walk.

                                                                  FADE OUT:

                                         THE END